TIDMTSP
RNS Number : 4013B
TruSpine Technologies PLC
30 September 2022
TruSpine Technologies plc
("TruSpine" or the "Company")
Final Results for period to 29 March 2022
TruSpine Technologies plc, (AQSE: TSP) the medical device
company focused on the development of its pioneering "screwless,"
spinal (vertebral) stabilisation systems, reports its full year
results for the year ended 29 March 2022.
The Company continues to be in a pre-revenue development phase
and remains loss making at this stage of its development. The loss
before taxation for the year was GBP941k (2021: GBP651k) after
administrative expenses of GBP938k (2021: GBP645k). The R&D tax
credit was GBP88k (2021: GBP107k) bringing the loss after tax to
GBP853k (2021: GBP544k). Development spend for the year was GBP851k
(2021: GBP426k).
Consolidated net assets at 29 March 2022 amounted to GBP2.642
million (2021: GBP2.746 million) including cash and cash
equivalents of GBP3k (2021: GBP544k). On 31 May 2022, the Company
announced that it had raised an additional GBP700,000 through a
placing and subscription of new ordinary shares.
The independent audit report draws attention to note 2.4 in the
financial statements, which indicates that the Group is reliant
upon Food and Drug Administration (FDA) approval of its product,
subsequent sales and/or further financing to meet its working
capital needs. There is no guarantee that these will be achieved.
As stated in note 2.4, these events or conditions, indicate that a
material uncertainty exists that may cast significant doubt on the
Group's and Parent Company's ability to continue as a going
concern. The auditor's opinion is not modified in respect of this
matter. The Independent Auditor's Report is set out in full
below.
The Company continues to carefully manage its working capital
position.
The Annual Report and Financial Statements for the year ended 29
March 2022 will shortly be available on the Company's website.
Copies of the Annual Report and Financial Statements will be posted
to shareholders shortly.
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
Enquiries:
Truspine Technologies Plc Tel: +44 (0)20 3638 5025
Ian Roberts, CEO
Cairn Financial Advisers LLP (AQSE Corporate Tel: +44 (0)20 7213 0880
Adviser)
Liam Murray / Ludovico Lazzaretti
Oberon Capital (Joint Broker) Tel: +44 (0)20 3179 5300
Mike Seabrook / Chris Crawford
Peterhouse Capital Limited (Joint Tel: +44 (0)20 7469 0930
Broker & Financial Adviser)
Lucy Williams / Duncan Vasey
Walbrook PR (Financial Tel: +44 (0) 20 7933 7870 or +44 (0) 7876
PR & IR) 741 001
Anna Dunphy truspine@walbrookpr.com
CHIEF EXECUTIVE'S STATEMENT
I am pleased to report that in spite of the many challenges
presented by Covid-19, TruSpine Technologies Plc was able to
continue with its development of Cervi-LOK, with the implant and
instrument sets currently undergoing the final verification and
validation testing required to submit our 510k application to the
FDA. All our Regulatory and Quality Management systems have been
completed, and I must give a special mention to our regulatory team
for completing circa 300 documents which are required by the FDA.
We will be one of the first Spinal companies to offer Sterile
Packaged single use implants and instrument sets, and I must thank
our implants and instrument packaging partners for their enthusiasm
and professionalism throughout the process.
During the year, the company has continued to strengthen its
Intellectual Property with the following additions:
- A US provisional application # 63 /189, 785 pertaining to the
unique rod positioner was filed on 8 April 2021.
- In June 2021, applications for the Cervi-LOK were filed in China, and the EU.
- The Cervi-LOK trademark was issued: Issue Date: 22 June 2021,
2021/U.S. Serial Number: 88958492 - Mark: Cervi-LOK
- Several Office Actions regarding the Cervi-LOK were responded
to throughout the fiscal year under consideration.
- On 21 July 2021, an application for the Cervi-LOK was filed in India.
- On 1 July 2021, an application for the Cervi-LOK was filed in Japan.
- Additional Filings to broaden the IP protection for the Cervi-LOK on 9 September 2021
- On 27 September 2021, additional Office Actions regarding the Cervi-LOK were responded to.
- Additional work on the European Filing for the Cervi-LOK also on 27 September 2021.
- Additional filings for instrumentation for the Cervi-LOK filed on 12 December 2022.
- Chinese Application for Cervi-LOK filed on 25 January 2022.
- Additional claims for laminoplasty on 25 February 2022.
The Global Spinal Implants and Surgery Devices Market size was
estimated at USD 11.19 billion in 2021, USD 12.3 billion in 2022,
and is projected to grow at a compound annual growth rate of 10.21%
to reach USD 20.06 billion by 2027 (Source Research and
Markets.com). The Company has a phased product development strategy
and is planning, subject to regulatory clearance, to commence
initial product marketing of Cervi-LOK in the USA. The overall aim
is to establish the CompanyÕs Products as the Ògo-to solutionsÓ for
the spinal stabilisation and fusion market. In addition to the
three flagship Products, the Company also has a pipeline of
additional and complementary IP and product offerings at an early
stage of development.
The Company continues to be in a pre-revenue development phase
and remains loss making at this stage of its development. The loss
before taxation for the year was GBP941k (2021: GBP651k) after
administrative expenses of GBP938k (2021: GBP645k). The R&D tax
credit was GBP88k (2021: GBP107k) bringing the loss after tax to
GBP853k (2021: GBP544k). Development spend for the year was GBP851k
(2021: GBP426k).
Consolidated net assets at 29 March 2022 amounted to GBP2.642
million (2021: GBP2.746 million) including cash and cash
equivalents of GBP3k (2021: GBP544k).
In April 2022 the Company entered into a master agreement
(ÒFunding AgreementÓ) with Proffitt Brothers Investments, LLC
(ÒProffitt BrothersÓ) and Spartan Medical, Incorporated (ÒSpartan
MedicalÓ) setting out an agreement on a strategic partnership and
to provide funding, and an exclusive US Reseller Agreement
(ÒReseller AgreementÓ) to market and distribute the Cervi-LOK(TM)
device to US Government healthcare facilities once the
Cervi-LOK(TM) has completed FDA clearance. The funding agreement
provided the Company with $400,000 of funding, $100,000 was
received on signing of the master agreement with two further
investments totalling $US300,000, payable at FDA 510k lodgement
($US100,000) and FDA 510k Clearance ($US200,000). The Funding &
Reseller Agreements are validation of our ground-breaking first
spinal stabilisation device and will allow a rapid Ôgo to marketÕ
strategy subject to 510k clearance of the Cervi-LOK(TM) .
In addition, on 31 May 2022, the Company announced that it had
raised an additional GBP700,000 through a placing and subscription
of new ordinary shares.
Further, on 10 June 2022, the Company appointed a new regulatory
consultant, MCRA, to prepare and file a submission to the FDA for
Cervi-LOK(TM) . MCRA are in advance stages of preparing our full
510K application, and they have a very strong relationship with the
FDA.
On behalf of the Board, I would also like to thank all
shareholders for their support, and TruSpineÕs staff and commercial
partners for their hard work during the year.
We are a lean and progressive company with a suite of products
and IP that have the potential to provide a potential quantum shift
in patient treatment within the Spinal Fixation market. The board
therefore looks to the future with confidence.
Ian Roberts
Chief Executive
STRATEGIC REPORT
The Directors present their Strategic Report on the Group for
the year ended 29 March 2022.
Review of the business and future developments
TruSpine Technologies Plc was incorporated on 8 December 2014.
On 7 May 2020, a resolution was passed approving a reduction of
capital whereby the share premium account of the Company was
cancelled by an amount of GBP2,250,000. The Company re-registered
as a public limited company on 28 May 2020. On 20 August 2020 the
Company was admitted to the Aquis Stock Exchange Growth Market with
the issue of 3,700,442 new ordinary shares at the IPO raising gross
proceeds of circa GBP1.4m. Since then, the Company has raised a
further GBP2,048,500 through the subscription of 27,485,000 new
ordinary shares.
The Company is developing disruptive technologies for use in the
spinal stabilisation market, commencing with the following three
devices:
- Cervi-LOK - for the cervical and upper thoracic spine
- Faci-LOK - for the lumbar and lower thoracic spine, and
- GRASP Laminoplasty - a treatment for decompression of the spinal cord.
These devices represent a potentially significant development in
spinal fixation, by providing stabilisation while not altering the
bony spinal anatomy of patients through the use of screws, staples
or other devices which currently dominate the spinal market.
The Company is seeking to obtain regulatory clearance from the
US Food and Drug Administration (ÒFDAÓ) for its Cervi-LOK product
in 2022. Once this has been achieved the Company will concentrate
on further development work on its other two products and will
subsequently seek clearance for Faci-LOK and GRASP
Laminoplasty.
The Company is in the final phase of testing and Validation and
Verification testing. The final testing is being completed by
Element Materials Technology, implant packaging and sterilisation
by Guardian Medical and Instrument packaging and sterilisation by
Puracon. Both Guardian and Puracon are at an advanced stage in this
process.
Once a 510(k) application has been submitted, the FDAÕs decision
to provide clearance normally takes up to 90 days, following which
the Company will be able to commence marketing and sales of
Cervi-LOK in the US. We have entered into a distribution agreement
with Spartan Medical, and negotiations are ongoing with further
distributors in the USA.
The Company acquired the Patents relating to its Technologies
from Professor Frank Boehm, (the inventor of the Technologies)
pursuant to the IP Sale Agreement. Details of the Patents are set
out in paragraph 6 of Part I and details of the IP Sale Agreement
are set out at paragraph 9.1 of Part IV in the CompanyÕs Admission
Document. The Company protects the intellectual property in its
Technologies and any future application thereof by submitting
patent applications in each country in which it intends to operate.
This is an active and ongoing process with new applications being
filed to cover revised design, usage and application of the
Technologies.
The Global Spinal Devices Market is currently estimated to be
worth USD$11.2 billion and is expected to grow at a compound annual
growth rate of 3.1 per cent to 2026. North America is the single
largest and most mature market accounting for around 55 per cent of
the total global revenues.
It is important to note that the Products have not yet been used
on live patients, as they are still subject to regulatory clearance
and approvals by the relevant national medical regulators.
Group Strategy and Business Model
Cervi-LOK and Faci-LOK are spine stabilisation devices used in
the fusion of the cervical, thoracic and lumbar spine respectively.
They differ from existing methods of vertebrae stabilisation as
they are non-intrusive. Cervi-LOK and Faci-LOK clamp onto specific
landmarks of the vertebrae bones rather than requiring fixation
with screws.
The minimally invasive Products represent a potentially
significant development in spinal fixation, fusion and laminoplasty
techniques, providing stabilisation without altering the bony
spinal anatomy by requiring screws, staples or other such
attachments which dominate the current technologies and
irreversibly alter the anatomy of the spine. The CompanyÕs
philosophy is one of Òpreserving natureÕs designÓ, and as such, the
devices have been designed to be safe, fast and easy to implant, as
well as being minimally intrusive. We will be one of the first
Spine companies to offer single use sterile packaged implants AND
instruments, which will position the company very favourably,
especially in the ever expanding ambulatory surgical centres in the
USA.
The Directors believe the CompanyÕs Technologies will fill a gap
in the market due to its relative health advantages (for example
through not altering the patientÕs anatomy) as well as its overall
lower cost per procedure (resulting from the reduced requirement
for fluoroscopy, shorter surgery time and faster patient recovery
time). The CompanyÕs Technologies cause minimal tissue disruption
allowing the normal spine anatomy to remain intact and therefore
aids the spinal stabilisation and fusion process.
The Company has a phased product development strategy and is
planning, subject to regulatory clearance, to commence initial
product marketing of Cervi-LOK in 2023. The overall aim is to
establish the CompanyÕs Products as the Ògo-to solutionsÓ for the
spinal stabilisation and fusion market. In addition to the three
flagship Products, the Company also has a pipeline of additional
and complementary IP and product offerings at an early stage of
development.
The Company has a number of key commercial partners to develop,
design and manufacture its Products, and assist it through the
regulatory process. Emergo Group (ÒEmergoÓ), a regulatory
consultant and MCRA for our FDA application are retained by the
Company to provide it with regulatory advice. Lincotek Medical LLC
(ÒLincotekÓ) is retained by the Company to provide product
development and manufacturing. University of Toledo will be
performing our independent product testing, and Element Medical
will be providing our comparative data.
Initially the Company is seeking to obtain clearance for use of
its Products in the United States. For the Products to be lawfully
marketed and sold in the United States, they are required to have
ÒclearanceÓ from the FDA. The Company will initially seek FDA
clearance for its Cervi-LOK Product. The FDA is responsible for
protecting the public health in the United States by (amongst other
things) ensuring the safety, efficacy, and security of medical
devices.
The CompanyÕs Products are classified as ÒClass IIÓ Medical
Devices under the FDAÕs device classification system and therefore
require FDA 510(k) clearance, which does not require clinical
studies prior to clearing the devices for marketing and sales. The
FDA 510(k) clearance process compares a product to a Òpredicate
deviceÓ, measuring safety, function and strength. Under the notion
of Òsubstantially equivalentÓ, if a device performs in testing at
least as well as the accepted predicate device, FDA 510(k)
clearance will be granted.
Major company analysis in the spinal devices market currently
identifies a high number of competitors, who are able to benefit
from scale economies. However, these existing competitorsÕ
technologies still utilise invasive technologies like lateral mass
and pedicle screws and therefore TruSpine should be well placed to
compete within the spinal stabilisation market because, crucially,
its Products do not alter the bony anatomy of patients. TruSpineÕs
partnership with
Spartan Medical will also prove to be invaluable, with Spartan
handling the logistics and distribution of our products to their
existing customer base.
Promotion of the Company for the benefit of the members as a
whole
The DirectorÕs believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act 2006 as
detailed below.
The requirements of s172 are for the Directors to:
- Consider the likely consequences of any decision in the long term
- Act fairly between the members of the Company,
- Maintain a reputation for high standards of business conduct,
- Consider the interests of the CompanyÕs employees,
- Foster the CompanyÕs relationships with suppliers, customers and others, and
- Consider the impact of the CompanyÕs operations on the community and the environment.
Our Board of Directors remain aware of their responsibilities
both within and outside of the Group. Within the limitations of a
Group with so few employees we endeavour to follow these principles
and examples of the application of the s172 are summarised and
demonstrated below.
The Company operates as a medical device company developing
specific innovative products which is inherently speculative in
nature and at times may be dependent upon fund-raising for its
continued operation. The nature of the business is well understood
by the CompanyÕs members, employees and suppliers, and the
Directors are transparent about the cash position and funding
requirements.
The Company has invested considerable time in developing and
fostering its relationships with its key suppliers.
As a medical device company in the spinal fusion market with
operations based in the UK and USA, the Board takes seriously its
ethical responsibilities to the communities and environment in
which it works.
The interests of employees and consultants are a primary
consideration for the Board and are planning to introduce an
inclusive share-option programme allowing them to share in the
future success of the company. Personal development opportunities
are encouraged and supported.
Results for the year
The GroupÕs results for the year are included in the Chief
ExecutiveÕs Statement and are set out in the primary
statements.
Key performance indicators
Key performance indicators for the Group as a measure of
financial control are as follows:
Y ea r ended Y ea r ended
29 March 2022 29 March 2021
2020
GBP GBP
T ota l assets 3,382,344 3,020,865 3,025,887 3,020,865
Net assets 2,642,274 2,745,910
Cas h and cash equivalents 3,471 543,520
T rad e and other payables (631,340) (229,977)
Capitalised Development spend ( 851,378) (426,081)
Loss before tax for the year ( 940,806) (651,181)
Earnings per share (0.87)p (0.63)p
Principal risks and uncertainties
The Group is subject to various risks similar to all medical
device companies operating in overseas locations relating to
political, economic, legal, industry and Þnancial conditions, not
all of which are within its control. The Group identiÞes and
monitors the key risks and uncertainties affecting the Group and
runs its business in a way that minimises the impact of such risks
where possible.
The following risks factors, which are not exhaustive, are
particularly relevant to the GroupÕs business activities:
Risk Relating to Obtaining Regulatory Approvals
There can be no assurance that the Company will receive the
regulatory approvals required in order to manufacture and sell its
Products, including approval by the FDA in the US and the granting
of Conformit Europ'enne (CE) mark in Europe, which affirms
conformity with European health, safety and environmental
protection standards. If the Products are not approved and cannot
be commercialised, the Company will be unable to generate revenue
from them, which would materially adversely affect its business,
financial condition and the results of its operations. Moreover,
any delay or setback in the regulatory approval process could have
a material adverse effect on the CompanyÕs business and prospects.
To mitigate this the Company employs two key commercial partners,
Emergo and Lincotek to develop its Products and ensure that they
achieve the regulatory approvals necessary for
commercialisation.
Acceptance of the Products in clinical settings
If the Company is unable to convince opinion leaders and health
professionals of the benefits of its Products, there could be weak
penetration of the market, which might have a material adverse
effect on the Company, its business, financial situation, growth
and prospects. The slow adoption of new methods and technologies
could result in timeframes being longer than anticipated by the
Company. However the Company has links with a network of
professionals and experts operating in these fields who have
advised and given positive feedback as to the suitability and
acceptability of the products in development.
No Live Patient Testing
Although Cervi-LOK has undergone significant laboratory-based
testing, it has not been tested on live patients and there is no
certainty that it will be as effective as envisaged, nor that it
will receive regulatory clearance for use in humans. Despite this,
the feedback from the FDA so far in relation to Cervi-LOK has not
highlighted any material issues and the Directors expect that it
will successfully achieve regulatory clearance.
Research and development and product obsolescence
Rapidly changing markets, technology, emerging industry
standards and frequent introduction of new products will
characterise the CompanyÕs business. The introduction of new
products embodying new technologies, including new manufacturing
processes, and the emergence of new industry standards may render
the CompanyÕs products, less competitive or less marketable.
The process of product development is complex and requires
significant continuing costs, development efforts and third-party
commitments. The CompanyÕs failure to develop new technologies and
products and the obsolescence of existing technologies and products
could adversely affect the business, financial condition and
operating results of the Company.
The Company may be unable to anticipate changes in its potential
customer requirements that could make its existing technology
obsolete. Its success will depend, in part, on its ability to
continue to enhance its existing technologies, develop new
technology that addresses the increasing sophistication and varied
needs of the market, and respond to technological advances and
emerging industry standards and practices on a timely and
cost-effective basis. The Company may not be successful in using
its new technologies or exploiting its niche markets effectively or
adapting its business to evolving customer or medical requirements
or preferences or emerging industry standards.
Dependence on key executives, personnel and consultants
The CompanyÕs future development and prospects are substantially
dependent on the continuing services and performance of the
Directors, the Consultants and the Medical Advisory Board. J Lee S
Consultants LLC is a particularly important consultant for the
Company because it includes the services of Professor Frank Boehm,
who is the inventor of the Technologies and has the technical
knowledge and expertise to continue to innovate and develop the
existing Products and to develop new accompanying, similar or
related products. If J Lee S Consultants LLC were to terminate
their consultancy agreement with the Company, the Company may be
unable to appoint a similarly skilled replacement with the
necessary knowledge to innovate and develop the existing Products
or to develop new Products. The consultancy agreement with J Lee S
Consultants LLC has a termination notice period of one year for
each party to mitigate the risk of this agreement being
terminated.
The Directors cannot give assurances that they, the Consultants
or the Medical Advisory Board will remain with the Company,
although the Directors believe that the CompanyÕs culture and
remuneration packages are attractive. If key members of the
CompanyÕs management team depart, or are affected by illness, such
as COVID-19, and the Company is not able to find effective
replacements in a timely manner or at all, its business may be
disrupted or damaged.
Impact of COVID-19
The impact of COVID-19 or any other severe communicable disease,
if uncontrolled, on the general economic climate could have an
adverse effect on the Company. COVID-19 may have had an adverse
effect on the CompanyÕs business, financial situation, growth and
prospects and
though it has already had a material adverse effect on overall
business sentiment and the global economy in the past it does not
carry such a considerable threat as it once did. There is no
assurance there will not be similar outbreaks of other diseases in
the future. The impact of the imposition by governments across the
world of stringent measures to prevent the spread of COVID-19 or
other diseases, and the effect of COVID-19, or any other severe
communicable diseases outbreak in the future, on the employees of
the Company, could adversely affect the performance of the business
activities of the Company and those of the customers, which could
lead to a decrease in the demand for their services. It is too
early to tell what the long-term impact of COVID-19 will be on the
CompanyÕs current and future prospects and to what extent it may
have a material and adverse effect on the CompanyÕs business,
results of operations and financial performance.
No Current Revenues
The Products remain under development and no revenue has been
generated from them as at the date of this Document. The CompanyÕs
Cervi-LOK Product is expected to launch in early 2023 and the other
Products are expected to be launched the following year. As such,
there is no historical data on which to base the CompanyÕs
estimated revenue and costs. Therefore, given the high degree of
uncertainty in the economy currently and the dependency of the
Company on development milestones being met and regulatory approval
being obtained there cannot be certainty regarding the size of the
market for the Products following their launch or whether the
Company has the capacity to generate sufficient revenues to be
profitable. To mitigate this the Company has engaged consultants
who have extensive experience in the marketing and distribution of
products in this sector. Distribution agreements are also a way in
which to help secure future sales and mitigate the risk
Risk of IP infringement
There is no certainty that the Company can protect its
proprietary information or intellectual property which is
particularly important considering the Company has developed a
number of Products that it regards as unique. There is also a risk
that should an employee with knowledge of the Products cease to be
employed by the Company they may seek to replicate the Products
with a competitor. Although the Company intends to vehemently
protect its intellectual property there can be no guarantee that
such action will be effective (and will be expensive in any case),
there is also a risk that the Company may be pursued by a third
party for alleged intellectual property infringement. This risk has
been mitigated by the Company engaging specialist patent attorneys
to analyse our products and report on the likelihood of the
Products infringing the intellectual property subsisting in
existing technologies. A Freedom to Operate report produced by
Schmeiser, Olsen & Watts has concluded that the likelihood of
patent infringement in relation to the Patents is low.
RISKS RELATING TO THE INDUSTRY
Competition in the Market for Spinal Devices
There are a number of companies in the spinal device market
offering products that would compete with the CompanyÕs Products.
These larger, well-funded companies are currently gaining a
competitive advantage in the spinal device market by reducing costs
through economies of scale. The Company may not currently have the
capacity to compete with these existing competitors because the
smaller scale of their operation leads to a higher unit cost. Major
competitors in the spinal device market include Zimmer Biomet,
Medtronic, Johnson & Johnson, NuVasive, Life Spine and Globus
Medical. However, TruSpineÕs devices are novel in their design in
that they represent a potentially significant development in spinal
fixation, by providing stabilisation while not altering the bony
spinal anatomy of patients as compared with the use of screws,
staples or other devices which currently dominate the spinal
market.
RISKS RELATING TO FINANCIAL MATTERS
Currency and Foreign Exchange Risks
The CompanyÕs functional and presentational currency is
sterling, and this is the currency of the CompanyÕs financial
statements. However, a significant proportion of the CompanyÕs
business is conducted in the United States in $USD and therefore
certain amounts will need to be translated into sterling. Due to
changes in exchange rates between sterling and $USD this could lead
to changes in the CompanyÕs reported financial results from period
to period. Among the factors that may affect currency values are
trade balances, levels of short-term interest rates, difference in
relative values of similar assets in different currencies, long
term opportunities for investments and capital appreciation and
political or regulatory developments.
Financing Risks and Requirements for Further Funds
It is likely that the Company will be required to seek further
equity financing. The CompanyÕs ability to raise further funds will
depend on the success of its strategy and operations. The Company
may not be successful in procuring the requisite funds on terms
that are acceptable to it, or at all. If such funding is
unavailable, the Company may be required to reduce the scope of its
operations and investments or anticipated expansion, abandon its
strategy, incur financial penalties or miss certain
opportunities.
The Directors review the CompanyÕs funding requirements on a
regular basis, and take such action as may be necessary to either
curtail expenditures and / or raise additional funds from available
sources including the issuance of debt or equity. Management has
successfully raised money to date, but there is no guarantee that
adequate funds will be available when needed in the future.
DIRECTORSÕ REPORT
The Directors present their report and the audited financial
statements for the year ended 29 March 2022.
General information
The principal activity of TruSpine Technologies Plc (the
ÔCompanyÕ) and its subsidiaries (together the ÔGroupÕ) is the
development of products for the spinal fusion market. The Group is
incorporated and domiciled in the United Kingdom .
Future developments
The Company continues to progress the development of the
companyÕs three pioneering Spinal Stabilization products, with a
specific focus on completing the FDA submission for the first
product to market, the Cervi-LOK in 2022. The FDA clearance process
normally takes up to 90 days, after which marketing and commercial
sales are expected to commence in early 2023. For further details
please refer to the Chief ExecutiveÕs Statement and Strategic
Report.
Research and development
The Company is developing disruptive technologies for use in the
spinal stabilisation market, commencing with the following three
devices:
- Cervi-LOK - for the cervical and upper thoracic spine
- Faci-LOK - for the lumbar and lower thoracic spine, and
- GRASP Laminoplasty - a treatment for decompression of the spinal cord.
For further details please refer to the Strategic Report.
The GroupÕs capitalised development spend during the year was
GBP851,000 (2021: GBP426,000)
Dividends
The Directors do not propose a dividend in respect of the year
ended 29 March 2022 (2021: Nil).
Directors and directorsÕ interests
The directors who have held office during the year and to the
date of this report are as follows:
M C Armstrong
I A Roberts
N A C Lott
A M Schild
T H D Evans
N K Patel - appointed 4 June 2021
The interests (as deÞned in the Companies Act) of the Directors
holding ofÞce during the period in the share capital are shown
below:
Ordinary shares Ordinary shares
of 0.01p of 0.01p
29 March 2022 29 March 2021
M C Armstrong 333,333 333,333
I A Roberts* 886,111 886,111
N A C Lott 1,750,000 1,750,000
A M Schild 4,166,667 4,166,667
T H D Evans 166,667 166,667
N K Patel 171,667 -
* Includes shares held by family members
Board of Directors:
Martin Armstrong , Non-executive Chairman
Mr. Armstrong is a senior partner of accountancy and corporate
insolvency firm Turpin Barker Armstrong. He has significant
experience in corporate and financial management, financial
systems, accounting, audit and strategic planning, as well as
turnaround and corporate insolvency.
Ian Roberts , Chief Executive Officer
Mr. Roberts has over 25 yearsÕ experience in the medical
technology and medical device sector, with more than half of this
time spent in the orthopaedic industry covering marketing, sales
manufacturing and distribution. Mr Roberts started his orthopaedic
sales career with Stratec Synthes (AO) Limited, before joining
Howmedica as Marketing Manager for the trauma and spine division.
Following Stryker OrthopaedicsÕ (part of leading medical technology
group Stryker Corporation) acquisition of Howmedica, Mr Roberts
continued to develop the trauma and spine division in the UK and
Europe for Stryker Orthopaedics. Following his time at Stryker, he
became Country Manager for Hospira Inc (an American global medical
device company) for the UK and Ireland, managing large
manufacturing, sales and administration teams of approximately
250
employees. More recently, he has been advising investment funds
on alternative investments with a focus on life sciences.
Norman Lott , Chief Financial Officer
Mr. Lott is an experienced CFO with significant public company
experience, having held multiple roles with AIM companies quoted on
the London Stock Exchange. He is a member of the Institute of
Chartered Accountants in England and Wales having qualified in 1980
and aside from his experience as a CFO, he has also held positions
in business management including that of deputy CEO. He has also
been involved in several international corporate transactions and
has experience in the healthcare sector.
Dr Timothy Evans , Non-executive Director
Dr Evans qualified in 1979 from the Westminster Hospital Medical
School, and runs a private, independent general practice in London.
He specialises in womenÕs health, and also has an interest in
functional and musculoskeletal medicine. Dr Evans has a wealth of
experience in his 40-year career, including setting up a specialist
practice in the care of women and children, as well as a fully
integrated practice in conventional, complementary and alternative
healthcare. He has worked extensively in Africa and re-established
primary health clinics in rural areas of Zimbabwe after ten years
of civil war. In 2003, he was appointed to the position of
Apothecary to HM the Queen and The Royal Households of London. In
2016 HM The Queen awarded him as a Lieutenant of the Royal
Victorian Order (LVO) for his services.
Annabel Schild , Non-executive Director
Ms. Schild is an entrepreneur, having invested in multiple
companies in finance, technology and hospitality over the last 31
years. In addition to her wealth of investment experience, Ms.
Schild has also held directorships including non-executive roles
across a range of industries including hospitality. Her father was
the founder of Huntleigh Technology plc from 1985, the
London-listed global healthcare business, which was sold to the
Swedish medical equipment group Getinge AB for GBP409 million in
2006. She is a founding shareholder and investor in ClearBank Ltd,
the UKÕs first new clearing bank in more than 250 years, providing
open competition and transparency to the UK financial services
marketplace.
Mr Nikunj Patel , Non-executive Director
Mr Patel has been a practising Consultant Neurosurgeon and
Honorary Senior Clinical Lecturer at the Institute of Clinical
Neurosciences (University of Bristol) since his appointment in
2005, where he has developed specialist interests and expertise in
surgical treatments for spinal pain, cranial nerve hyperactive
disorders and functional brain disorders. His surgical and research
interests have focused on developing innovations, and advancing
less-invasive and stream-lined procedural solutions. He has been
recognised for his neurosurgical research excellence with a Medical
Research Council fellowship; awards from both the American and the
European Associations of Neurological Surgeons; and a Hunterian
Professorship from the Royal College of Surgeons of England.
Issues of shares, options and warrants
During the year, 8,129,902 ordinary shares of 0.01p each were
issued as detailed in Note 22
During the year, 7,405,000 warrants were granted as detailed in
Note 22
Financial instruments
An explanation of the CompanyÕs financial risk management
objectives, policies and strategies is set out in Note 3.
Internal financial control
The Board is responsible for establishing and maintaining the
GroupÕs system of internal financial control. Internal financial
control systems are designed to meet the particular needs of the
Group and the risk to which it is exposed, and by their nature can
provide reasonable assurance but not absolute assurance against
material misstatement or loss. The Directors are conscious of the
need to keep effective internal financial control.
Due to the relatively small size of the GroupÕs operations, the
executive Directors are now closely involved in the day-to-day
running of the business and as such have less need for a detailed
formal system of internal financial control. The Board has reviewed
the effectiveness of the procedures presently in place and
considers that they remain appropriate to the nature and scale of
the operations of the Group.
Going concern
The Financial Information has been prepared on a going concern
basis. In assessing whether the going concern assumption is
appropriate, the Directors take into account all available
information for the foreseeable future, in particular for the
twelve months from the date of approval of the Financial Statements
and perform scenario planning thereon. This information includes
management prepared cash flows forecasts and available sources of
funding.
In the prior year the Company raised GBP1.4m at the time of the
CompanyÕs Listing and an additional GBP620,500 in the year to March
2021. In the year to March 2022 the Company raised GBP813,983 by
share subscriptions and shares issued to settle liabilities.
Subsequent to the year-end it has raised further funds of
GBP874,700 in May 2022 by way of share subscriptions and shares
issued to settle liabilities and directors fees, the monies being
used to further fund the CompanyÕs development programme.
Management have considered a variety of scenarios in reaching
their going concern conclusion including consideration of the
success of achieving FDA approval and their ability to raise money
. Based on these scenarios and the BoardÕs assessment that the
Company will be able to raise additional funds, as and when
required, to meet its working capital and development expenditure
requirements the Board of Directors have concluded that they have a
reasonable expectation that the Group and Company have adequate
resources to continue in operational existence for the foreseeable
future. Thus, they continue to adopt the going concern basis of
accounting in preparing the Financial Information. The auditors
have made reference to going concern by way of a material
uncertainty within their audit report.
Events after the balance sheet date
Events after the reporting date have been disclosed in Note 27
to the Financial Statements.
Statement as to the disclosure of information to the
auditors
Each of the Directors at the date of approval of this Annual
Report conÞrms that:
á so far as the Director is aware, there is no relevant audit
information of which the CompanyÕs auditor is unaware; and
á the Director has taken all the steps that he ought to have
taken to make themselves aware of any relevant audit information
and to establish that the CompanyÕs auditor is aware of that
information.
Auditors
PKF Littlejohn LLP have expressed their willingness to continue
in ofÞce as auditors.
A resolution proposing the re-appointment of the auditors PKF
Littlejohn LLP will be put to shareholders at the Annual General
Meeting.
This report was approved by the board of Directors on 29
September 2022 and signed on its behalf by:
I A Roberts
INDEPENT AUDITORÕS REPORT TO THE MEMBERS OF Truspine
Technologies PLC
Opinion
We have audited the financial statements of TruSpine
Technologies Plc (the ÔParent CompanyÕ) and its subsidiaries (the
ÔgroupÕ) for the year ended 29 March 2022 which comprise the Group
Statement of Comprehensive Income, the Group Statement of Financial
Position, the Group Statement of Changes in Equity, the
Consolidated Statement of Cash Flows, the Company Statement of
Financial Position, the Company Statement of Changes in Equity, the
Company Statement of Cashflows and notes to the financial
statements, including significant accounting policies. The
financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted international
accounting standards and as regards the Parent Company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
á the financial statements give a true and fair view of the
state of the groupÕs and of the Parent CompanyÕs affairs as at 29
March 2022 and of the groupÕs loss for the year then ended;
á the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
á the Parent Company financial statements have been properly
prepared in accordance with UK-adopted international accounting
standards and as applied in accordance with the provisions of the
Companies Act 2006; and
á the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
AuditorÕs responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRCÕs Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 2.4 in the financial statements, which
indicates that the group is reliant upon Food and Drug
Administration (FDA) approval of its product, subsequent sales
and/or further financing to meet its working capital needs. There
is no guarantee that these will be achieved. As stated in note 2.4,
these events or conditions, indicate that a material uncertainty
exists that may cast significant doubt on the GroupÕs and Parent
CompanyÕs ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
In auditing the financial statements, we have concluded that the
directorsÕ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directorsÕ assessment of the groupÕs and Parent
CompanyÕs ability to continue to adopt the going concern basis of
accounting included:
á Obtaining cash flow forecasts, management accounts and budgets
from management for a period of at least 12 months from the date of
signing the financial statements to give an indication of the
expected financial returns in future months;
á Ensuring the mathematical accuracy of the cash flow forecasts;
á Reviewing supporting documents to assess the reasonableness of
managementÕs cash flow forecasts and comparing previous forecasts
to actual results;
á Reviewing future plans for fund raises and the dependence of
the group on these to continue as a going concern;
á Challenging managementÕs key assumptions for going concern
assessment to supporting documents;
á Reviewing board meeting minutes for any references to
financial difficulties or evidence over other costs and expenses
that have not been included in the forecasts; and
á Reviewing Regulatory News Service (ÔRNSÕ) releases and
discussing subsequent events and future plans with management.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
Materiality for Performance Materiality for Performance Basis for Basis for
the financial materiality for the financial materiality for materiality for performance
statements as a the financial statements as a the financial the financial materiality for
whole 2022 statements as a whole 2021 statements as a statements as a the financial
whole 2022 whole 2021 whole statements as a
whole
==================
Group GBP132,000 Group GBP105,600 Group GBP133,000 Group GBP106,000 5% of net assets 80% of
materiality for
the financial
statements as a
whole
------------------ ------------------ ------------------ ------------------ ------------------ ------------------
Parent Company Parent Company Parent Company Parent Company 5% of net assets 80% of
GBP131,000 GBP104,800 GBP132,000 GBP105,600 materiality for
the financial
statements as a
whole
================== ================== ================== ==================
The key driver of the business is the intangible assets that
relate to the development of the product lines and their patents,
and this will be the driver of future revenues. We therefore have
considered net assets to be the most significant determinant of the
groupÕs financial position and performance used by shareholders and
the most appropriate benchmark of materiality as the potential
investors are most concerned about net assets. The going concern of
the Group and Parent Company are dependent on the ability to fund
operations going forward, as well as on the valuation of its
assets, which represent the underlying value of the group.
We applied the concept of materiality both in planning and
performing our audit, and in evaluating the effect of
misstatements.
We agreed with the audit committee that we would report to the
committee all audit differences identified during the course of our
audit in excess of GBP6,600 for the group and GBP6,550 for the
Parent Company.
Our approach to the audit
In designing our audit, we determined materiality and assessed
the risk of material misstatement in the financial statements. In
particular, we looked at areas requiring the directors to make
subjective judgements, for example in respect of assessing the
carrying value of intangible assets comprising of the development
assets and patents; the accounting treatment with respect to the
capitalisation of development cost and patent related costs; and
the consideration of future events such as FDA approval that are
inherently uncertain. We also addressed the risk of management
override of internal controls. This involved evaluating whether
there was evidence of bias on accounting estimates by the directors
that represented a risk of material misstatement due to fraud and
the risk of inadequate disclosures of related parties in the
financial statements.
An audit was performed on the financial information of the
groupÕs significant operating component TruSpine Technologies Plc
(ÔParent CompanyÕ), which for the year ended 29 March 2022, was
located in the United Kingdom. Analytical procedures were performed
on components that were not considered material.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Recognition and valuation of development
costs; and ownership of the Intellectual
Property (ÔIPÕ) (Note
12)
================================================
The carrying value of the groupÕs Our work in this area included:
IP at 29 March 2022 represents á Updating our understanding
89% of the groupÕs total assets. of the companyÕs policy of
This relates to the development capitalising development costs
of the two main product lines and and ensuring that the policy is
their relevant patents which will in line with IAS 38;
be the driver of future revenue á Substantive testing on a
and is the whole foundation and sample of additions to ensure items
core of the business. are appropriately capitalised;
IP should be recognised in accordance á Challenging managementÕs
with IAS 38 intangible assets (ÔIAS assumptions on the valuation and
38Õ). criteria for capitalisation;
There is a risk that the assets á Reviewing costs that fall
may be impaired, resulting in incorrect under research costs and development
valuation. In addition, there is for appropriate classification;
a risk that the IP ownership does á Obtaining evidence of managementÕs
not actually lie with the Group review of indicators of impairment;
and thus the right to use the asset á Obtaining an update on IP
would not sit with the group. ownership documentation to gain
assurance over the rights to the
asset; and
á Obtaining supporting documentation
for applications submitted to Food
and Drug Administration (FDA),
reviewing responses received and
advisorsÕ correspondence on
the application process to demonstrate
appropriate valuation of intangible
assets.
================================================
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditorÕs report thereon. The directors are responsible for the
other information contained within the annual report Our opinion on
the group and Parent Company financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
á the information given in the strategic report and the
directorsÕ report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
á the strategic report and the directorsÕ report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the Parent Company and their environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directorsÕ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
á adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
á the Parent Company financial statements are not in agreement
with the accounting records and returns; or
á certain disclosures of directorsÕ remuneration specified by law are not made; or
á we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of DirectorsÕ
Responsibilities, the directors are responsible for the preparation
of the group and Parent Company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and Parent Company financial statements,
the directors are responsible for assessing the group and the
Parent CompanyÕs ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or the Parent Company or to
cease operations, or have no realistic alternative but to do
so.
AuditorÕs responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditorÕs report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
á We obtained an understanding of the group and Parent Company
and the sector in which they operate to identify laws and
regulations that could reasonably be expected to have a direct
effect on the financial statements. We obtained our understanding
in this regard through discussions with management, industry
research, application of cumulative audit knowledge and experience
of the sector.
á We determined the principal laws and regulations relevant to
the group and Parent Company in this regard to be those arising
from UK-adopted international accounting standards, Companies Act
2006, AQSE Listing Rules, Disclosure and Transparency Rules,
Bribery Act 2011, UK employment laws, UK tax legislation and QCA
Code.
á We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group and Parent Company with those laws and regulations. These
procedures included, but were not limited to:
o Enquiring of management, reviewing minutes of board meetings
and regulatory correspondence.
á We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to
the non-rebuttable presumption of a risk of fraud arising from
management override of controls, we did not identify any
significant fraud risk.
á As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business. We view
the key assumptions underlying the value in use calculations in the
assessment of whether to impair intangible assets as a significant
estimate.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
CouncilÕs website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditorÕs report.
Use of our report
This report is made solely to the companyÕs members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
companyÕs members those matters we are required to state to them in
an auditorÕs report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the companyÕs members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
Date:
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 29 MARCH 2022
Year ended Year ended
29 March 2022 29 March 2021
Note GBP GBP
------------------------------------- ---- --------------- ---------------
Administrative expenses (937,641) (645,287)
Operating loss (937,641) (645,287)
Finance expense 9 (3,165) (5,894)
Loss before tax (940,806) (651,181)
--------------- ---------------
Tax credit 10 87,613 107,178
Loss (853,193) (544,003)
--------------- ---------------
Loss attributable to:
Owners of the parent (853,193) (544,003)
--------------- ---------------
Other comprehensive income:
Items that will or may
be reclassified to profit
or loss:
Exchange translation differences
on foreign operations 1,456 (6,870)
--------------- ---------------
Total comprehensive income (851,737) (550,873)
--------------- ---------------
Total comprehensive income
attributable to equity shareholders (851,737) (550,873)
=============== ===============
Earnings per share basic
and diluted (pence) 11 (0.87)p (0.63)p
--------------- ---------------
The notes are an integral part of these financial statements
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 29 MARCH 2022
Year ended Year ended
29 March 2022 29 March 2021
Note GBP GBP
---------------------------- ---- -------------- ---------------
Non-current assets
Intangible assets 12 3,098,155 2,040,777
Tangible fixed assets 13 4,183 34,298
Right of use assets 14 120,538 -
3,222,876 2,075,075
-------------- ---------------
Current assets
Trade and other receivables 16 73,523 186,690
Digital assets 17 82,474 220,602
Cash and cash equivalents 18 3,471 543,520
159,468 950,812
-------------- ---------------
Total assets 3,382,344 3,025,887
-------------- ---------------
Current liabilities
Trade and other payables 19 574,579 229,977
Borrowings 19 42,500 50,000
Lease liabilities 20 14,261 -
631,340 279,977
-------------- ---------------
Non-current liabilities
Lease liabilities 20 108,730 -
-------------- ---------------
108,730 -
Total liabilities 740,070 -
Net assets 2,642,274 2,745,910
-------------- ---------------
Equity attributable to
owners of the parent
Share capital 22 10,175 9,398
Share premium 22 3,782,215 3,062,103
Share based payment reserve 23 44,219 17,007
Other reserves 22 (205,000) (205,000)
Translation reserve (24,023) (25,479)
Retained earnings (965,312) (112,119)
-------------- ---------------
Total equity attributable
to owners of the parent 2,642,274 2,745,910
-------------- ---------------
Total equity 2,642,274 2,745,910
-------------- ---------------
The Company has elected to take the exemption under section 408
of the Companies Act 2006 not to present the Parent Company
Statement of Comprehensive Income.
The loss before tax for the Parent Company for the year was
GBP940,125 (2021: GBP651,848).
The financial statements were approved by the Board of Directors
and authorised for issue on 29 September 2022 and were signed on
its behalf by
I A Roberts
Director
The notes are an integral part of these Financial
Statements.
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 29 MARCH 2022
Attributable to owners of the parent
Share
based
Share Share Payment Other Translation Retained
capital premium Reserve reserves reserve earnings Total
Note GBP GBP GBP GBP GBP GBP GBP
-------------- ------ --------- ----------- -------- --------- ----------- ----------- ---------
Balance as at 29 March
2020 8,385 3,727,035 - (205,000) (18,609) (1,818,116) 1,693,695
========= =========== ======== ========= =========== =========== =========
Loss for the year - - - - - (544,003) (544,003)
Other comprehensive
income - - - - (6,870) - (6,870)
--------- ----------- -------- --------- ----------- ----------- ---------
Total comprehensive
income for the year - - - - (6,870) (544,003) (550,873)
--------- ----------- -------- --------- ----------- ----------- ---------
Issue of shares, net
of issue costs 1,013 1,602,075 - - - - 1,603,088
Share based payment
charge - (17,007) 17,007 - - - -
Reduction in share
capital - (2,250,000) - - - 2,250,000 -
--------- ----------- -------- --------- ----------- ----------- ---------
Transactions with
owners,
recognised directly
in equity 1,013 (664,932) 17,007 - - 2,250,000 1,603,088
--------- ----------- -------- --------- ----------- ----------- ---------
Balance as at 29 March
2021 9,398 3,062,103 17,007 (205,000) (25,479) (112,119) 2,745,910
========= =========== ======== ========= =========== =========== =========
Balance as at 29 March
2021 9,398 3,062,103 17,007 (205,000) (25,479) (112,119) 2,745,910
========= =========== ======== ========= =========== =========== =========
Loss for the year - - - - - (853,193) (853,193
Other comprehensive
income - - - - 1,456 - 1,456
--------- ----------- -------- --------- ----------- ----------- ---------
Total comprehensive
income for the period - - - - 1,456 (853,193) (851,737)
--------- ----------- -------- --------- ----------- ----------- ---------
Issue of shares, net
of issue costs 777 747,324 - - - - 748,101
Share based
payment
charge - (27,212) 27,212 - - - -
Transactions with
owners,
recognised directly
in equity 777 720,112 27,212 - - - 748,101
--------- ----------- -------- --------- ----------- ----------- ---------
Balance as at 29 March
2022 10,175 3,782,215 44,219 (205,000) (24,023) (965,312) 2,642,274
========= =========== ======== ========= =========== =========== =========
Year ended 29 March 2022
Retained earnings Ð The retained earnings reserve includes all
current and prior periods retained profits and losses.
Other reserves comprise of 666,667 shares that were acquired
from a third party in exchange for monies paid out by the Company
on the third partyÕs behalf during the year to 29 March 2019.
Share based payment reserve - amount arising on the issue of
warrants and share options during the year
Translation reserve - The translation reserves includes foreign
exchange movements on translating the overseas subsidiaries
records, denominated in USD, to the presentational currency,
GBP.
The notes are an integral part of these Financial
Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 29 MARCH 2022
Year ended Year ended
29 March 29 March
2022 2021
Note GBP GBP
------------------------------------- ---- ------------ ----------
Cash flows from operating activities
Loss before tax (940,806) (651,181)
Adjustments for:
Depreciation and amortisation 21,146 1,230
Increase in Fair Value of digital
asset (7,872) (5,022)
Decrease/(increase) in trade
and other receivables 113,167 (25,801)
Increase in trade and other
payables 337,102 63,052
Cash used in operations (477,263) (617,722)
------------ ----------
Income tax credit 87,613 107,178
Net cash flows from operating
activities (389,650) (510,544)
------------ ----------
Investing activities
Purchase of intangible assets (1,027,378) (426,081)
Purchase of tangible assets (1,239) (35,528)
Net cash used in investing
activities (1,028,617) (461,609)
------------ ----------
Financing activities
Proceeds from Issue of shares,
net of issue costs 894,101 1,387,508
Lease payments (17,339) -
Net cash generated from financing
activities 876,762 1,387,508
------------ ----------
Net (decrease)/increase in
cash and cash equivalents (541,505) 415,355
Cash and cash equivalents at
beginning of period 543,520 135,035
Exchange rate differences on
cash and cash equivalents 1,456 (6,870)
------------ ----------
Cash and cash equivalents and
end of period 18 3,471 543,520
------------ ----------
The notes are an integral part of these Financial
Statements.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 29 MARCH 2022
Year ended Year ended
29 March 2022 29 March 2021
Note GBP GBP
---------------------------- ---- -------------- ---------------
Non-current assets
Intangible assets 12 3,001,630 2,006,551
Tangible assets 13 4,183 34,298
Right of use assets 14 120,538 -
3,126,351 2,040,849
-------------- ---------------
Current assets
Trade and other receivables 16 379,065 470,910
Digital assets 17 82,474 220,602
Cash and cash equivalents 18 3,471 543,520
465,010 1,235,032
-------------- ---------------
Total assets 3,591,361 3,275,881
-------------- ---------------
Current liabilities
Trade and other payables 19 534,357 229,957
Borrowings 19 42,500 50,000
Lease liabilities 20 14,261 -
591,118 279,957
Non-current liabilities
Lease liabilities 20 108,730 -
-------------- ---------------
108,730 -
Total liabilities 699,848 -
Net assets 2,891,513 2,995,924
-------------- ---------------
Equity attributable to
owners of the parent
Share capital 22 10,175 9,398
Share premium 22 3,782,215 3,062,103
Share based payment reserve 23 44,219 17,007
Other reserves 22 (205,000) (205,000)
Translation reserve (12,511) (12,511)
Retained earnings (727,585) 124,927
-------------- ---------------
Total equity attributable
to owners of the parent 2,891,513 2,995,924
-------------- ---------------
Total equity 2,891,513 2,995,924
-------------- ---------------
The financial statements were approved by the Board of Directors
and authorised for issue on 29 September 2022 and were signed on
its behalf by
I A Roberts
Director
The notes are an integral part of these Financial
Statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 29 MARCH 2022
Share based
Share Share Payment Other Translation Retained
capital premium reserve reserves reserve earnings Total
Note GBP GBP GBP GBP GBP GBP GBP
-------------- ----- ------------ ------------ ------------ ------------ ----------- ----------- ---------
Balance as at 29
March 2020 8,385 3,727,035 - (205,000) (12,511) (1,580,404) 1,937,505
------------ ------------ ------------ ------------ ----------- ----------- ---------
Loss for the year - - - - - (544,669) (544,669)
Other - - -
comprehensive
income - - - -
------------ ------------ ------------ ------------ ----------- ----------- ---------
Total comprehensive
income for the year - - - - - (544,669) (544,669)
--------------------- ------------ ------------ ------------ ------------ ----------- ----------- ---------
Issue of shares, net
of issue costs 1,013 1,602,075 - - - - 1,603,088
Share based payment
reserve - (17,007) 17,007 - - - -
Reduction in share
capital - (2,250,000) - - - 2,250,000 -
------------ ------------ ------------ ------------ ----------- ----------- ---------
Transactions with
owners, recognised
directly in equity 1,013 (664,932) 17,007 - - 2,250,000 1,603,088
------------ ------------ ------------ ------------ ----------- ----------- ---------
Balance as at 29
March 2021 9,398 3,062,103 17,007 (205,000) (12,511) 124,927 2,995,924
============ ============ ============ ============ =========== =========== =========
Balance as at 29
March 2021 9,398 3,062,103 17,007 (205,000) (12,511) 124,927 2,995,924
============ ============ ============ ============ =========== =========== =========
Loss for the year - - - - - (852,512) (852,512)
Other - - -
comprehensive
income - - - -
------------ ------------ ------------ ------------ ----------- ----------- ---------
Total comprehensive
income for the
period - - - - - (852,512) (852,512)
------------ ------------ ------------ ------------ ----------- ----------- ---------
Issue of shares, net
of issue costs 777 747,324 - - - - 748,101
Share based payment
reserve - (27,212) 27,212 - - - -
Transactions with
owners, recognised
directly in equity 777 720,112 27,212 - - - 748,101
------------ ------------ ------------ ------------ ----------- ----------- ---------
Balance as at 29
March 2022 10,175 3,782,215 44,219 (205,000) (12,511) (727,585) 2,891,513
============ ============ ============ ============ =========== =========== =========
Year ended 29 March 2022
Retained earnings - The retained earnings reserve includes all
current and prior periods retained profits and losses.
Other reserves comprise of 666,667 shares that were acquired
from a third party in exchange for monies paid out by the Company
on the third partyÕs behalf during the year to 29 March 2019.
Share based payment reserve - amount arising on the issue of
warrants and share options during the year
Translation reserve - The translation reserves includes foreign
exchange movements on translating the overseas subsidiaries
records, denominated in USD, to the presentational currency,
GBP.
The notes are an integral part of these Financial
Statements.
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEARED 29 MARCH 2022
Year ended Year ended
29 March 29 March
2022 2021
Note GBP GBP
--------------------------------------- ---- ---------- ----------
Cash flows from operating activities
Loss before tax (940,125) (651,847)
Adjustments for:
Depreciation and amortisation 21,146 1,230
Increase in Fair Value of digital
asset (7,872) (5,022)
Decrease/(increase) in trade and
other receivables 91,845 (32,412)
Increase in trade and other payables 296,900 67,137
Cash used in operations (538,106) (620,914)
---------- ----------
Income taxes credit 87,613 107,178
Net cash flows used in operating
activities (450493) (513,736)
---------- ----------
Investing activities
Purchase of intangible assets (965,079) (429,759)
Purchase of tangible assets (1,239) (35,528)
Net cash used in investing activities (966,318) (465,287)
---------- ----------
Financing activities
Proceeds from Issue of shares,
net of issue costs 894,101 1,387,508
Lease payments (17,339) -
Net cash generated from financing
activities 876,762 1,387,508
---------- ----------
Net increase in cash and cash
equivalents (540,049) 408,485
Cash and cash equivalents at beginning
of period 543,520 135,035
Cash and cash equivalents and
end of period 18 3,471 543,520
---------- ----------
The notes are an integral part of these Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 29 MARCH 2022
1. General Information
The principal activity of TruSpine Technologies Plc (the
ÔCompanyÕ) and its subsidiaries (together the ÔGroupÕ) is the
development of products for the spinal fusion market. The Company
is a public limited company which is listed on the Aquis Stock
Exchange and is incorporated and domiciled in England. The address
of its registered office is located at Spectrum House AF33, Beehive
Ring Road, Gatwick Airport, Gatwick, RH6 0LG, United Kingdom.
2. Accounting policies
The principal accounting policies applied in the preparation of
this Financial Information are set out below (ÔAccounting PoliciesÕ
or ÔPoliciesÕ). These Policies have been consistently applied to
all the periods presented, unless otherwise stated.
2.1. Basis of Preparation
The Consolidated Financial Information of TruSpine Technologies
Plc has been prepared in accordance with UK-adopted international
accounting standards in accordance with the requirements of the
Companies Act 2006. The Consolidated Financial Information has also
been prepared under the historical cost convention but is adjusted
to fair value where appropriate.
The Financial Information is presented in UK Pounds Sterling
rounded to the nearest pound.
The preparation of Financial Information in conformity with
International accounting standards requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the GroupÕs
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.
2.2. Changes in accounting policies and disclosures
(a) New and amended standards mandatory for the first time for
the financial period under review
The group has applied the following standards and amendments for
the first time for its annual reporting period commencing 30 March
2021:
á Interest Rate Benchmark Reform;
á Amendments to IFRS 9, IAS 39 and IFRS 7
á Annual improvements to IFRS Standards 2018-2020 Cycle; and
á COVID-19 related rent concessions Ð amendments to IFRS 16.
There was no significant impact as a result of the adoption of
these standards.
(b) New standards, amendments and interpretations in issue but
not yet effective or not yet endorsed and not early adopted
A number of new standards and amendments to standards and
interpretations are effective for the financial period beginning on
or after 30 March 2021 and have been applied in preparing these
Financial Statements.
The standards and interpretations that are issued, but not yet
effective, up to the date of issuance of the Financial Statements
are listed below. The Group intends to adopt these standards, if
applicable, when they become effective.
Effective
Standard Impact on initial application date
-------------------- ---------------------------------- -----------
IAS 16 Proceeds before Intended Use 1 January
2022
IFRS 3 (Amendments) Business combinations - Reference *1 January
to the Conceptual Framework 2022
IAS 37 (Amendments) Cost of Fulfilling a Contract *1 January
2022
(*These are UK endorsed)
The Group is evaluating the impact of the new and amended
standards above. The Directors believe that these new and amended
standards are not expected to have a material impact on the GroupÕs
results or shareholdersÕ funds.
2.3. Basis of consolidation
The Consolidated Financial Information consolidate the Financial
Statements of the Company and of all of its subsidiary undertakings
for all periods presented.
Subsidiaries are entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated. Where necessary, adjustments are made
to the financial information of subsidiaries to bring the
accounting policies used into line with those used by other members
of the Group. All intercompany transactions and balances between
Group enterprises are eliminated on consolidation.
2.4. Going concern
The Financial Information has been prepared on a going concern
basis. In assessing whether the going concern assumption is
appropriate, the Directors take into account all available
information for the foreseeable future, in particular for the
twelve months from the date of approval of the Financial Statements
and perform scenario planning thereon. This information includes
management prepared cash flows forecasts and available sources of
funding.
In the prior year the Company raised GBP1.4m at the time of the
CompanyÕs Listing and an additional GBP620,500 in the year to March
2021. In the year to March 2022 the Company raised GBP813,983 by
share subscriptions and shares issued to settle liabilities.
Subsequent to the year-end it has raised further funds of
GBP874,700 in May 2022 by way of share subscriptions and shares
issued to settle liabilities and directors fees, the monies being
used to further fund the CompanyÕs development programme.
Management have considered a variety of scenarios in their going
concern considerations including obtaining FDA approval and the
need to raise funds for working capital purposes. Management has
successfully raised money in the past, but there is no guarantee
that adequate funds will be available when needed in the future.
Based on this base case scenario and based on the BoardÕs
assessment that the Company will be able to raise additional funds,
as and when required, to meet its working capital and development
expenditure requirements the Board of Directors have concluded that
they have a reasonable expectation that the Group and Company have
adequate resources to continue in operational existence for the
foreseeable future. Thus, they continue to adopt the going concern
basis of accounting in preparing the Financial Information. The
auditors have made reference to going concern by way of a material
uncertainty within their audit report.
2.5. Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the Board, who is considered to be
the Chief Operating Decision Maker (ÔCODMÕ). The Board makes the
strategic decisions and separates its activities by geographical
location.
2.6. Foreign currencies
a) Functional and presentation currency
Items included in the financial statements of each of the
GroupÕs entities are measured using the currency of the primary
economic environment in which the entity operates (the Ôfunctional
currencyÕ). The functional currency of the Group is Pounds
Sterling. The consolidated financial statements are presented in
Pounds Sterling (GBP), rounded to the nearest pound, which is the
CompanyÕs and GroupÕs functional and presentation currency.
b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where such items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies
are recognised in the Income Statement. Foreign exchange gains and
losses that relate to borrowings and cash and cash equivalents are
presented in the income statement within Ôfinance income or costs.
All other foreign exchange gains and losses are presented in the
income statement within ÔOther net gains/(losses)Õ.
Translation differences on non-monetary financial assets and
liabilities such as equities held at fair value through profit or
loss are recognised in profit or loss as part of the fair value
gain or loss. Translation differences on non-monetary financial
assets measured at fair value, such as equities classified as
available for sale, are included in other comprehensive income.
2.7. Intangible assets
Research costs are expensed as incurred. Development
expenditures derive from costs incurred by third party contractors
and managementÕs view of time spent by individual consultants that
are directly attributable to individual projects. These costs are
recognised as intangible assets when the Group can demonstrate:
á the technical feasibility of completing the intangible asset
so that it will be available for use or sale;
á its intention to complete the intangible asset and its ability to use or sell the asset;
á how the intangible asset will generate future economic benefits;
á the availability of resources to complete the asset; and
á the ability to measure reliably the expenditure attributable
to the intangible asset during its development
2.8. Impairment of Non-Financial Assets
Intangible assets that have an indefinite useful life or are not
ready to use are not subject to amortisation and are tested
annually for impairment. At each year-end date, the Group reviews
the carrying amounts of its intangible assets to determine whether
there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash-generating unit to
which the asset belongs. Recoverable amount is the higher of fair
value, less costs to sell, and value in use. In assessing value in
use, the estimated future cash flows are discounted to their
present value, using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows
have not been adjusted. If the recoverable amount of an asset (or
cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss is recognised
as an expense immediately.
2.9. Financial Assets
Initial recognition
A financial asset is recognised in the statement of financial
position when it arises or when the Company becomes part of the
contractual terms of the financial instrument.
Classification
The Group and Parent Company classifies its financial assets at
amortised cost.
The Group and Parent Company measures financial assets at
amortised cost if both of the following conditions are met:
á the asset is held within a business model whose objective is
to collect contractual cash flows; and
á the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Derecognition
A financial asset is derecognised when:
á the rights to receive cash flows from the asset have expired, or
á the Company has transferred its rights to receive cash flows
from the asset or has undertaken the commitment to fully pay the
cash flows received without significant delay to a third party
under an arrangement and has either (a) transferred substantially
all the risks and the assets of the asset or (b) has neither
transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
Impairment
The Group and Parent Company recognise a provision for
impairment for expected credit losses regarding all financial
assets. Expected credit losses are based on the balance between all
the payable contractual cash flows and all discounted cash flows
that the Group and Parent Company expect to receive. Regarding
trade receivables, the Group and Parent Company applies the IFRS 9
simplified approach in order to calculate expected credit losses.
Therefore, at every reporting date, provision for losses regarding
a financial instrument is measured at an amount equal to the
expected credit losses over its lifetime without monitoring changes
in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared
risk characteristics.
2.10. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and
are subject to an insignificant risk of changes in value.
2.11. Digital assets
Digital assets, including tokens and cryptocurrency, do not
qualify for recognition as cash and cash equivalents or financial
assets, and have an active market which provides pricing
information on an ongoing basis.
On initial recognition, Digital Assets are held at cost. Any
movements in the fair value at the end of the year are allocated to
the profit and loss account.
Digital assets are included in current assets as management
intends to dispose of them within 12 months of the end of the
reporting period.
2.12. Share Capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
2.13. Share-based payments
Equity-settled share-based payments are measured at fair value
at the date of grant by reference to the fair value of the equity
instruments granted using the Black-Scholes model. The fair value
determined at the grant date is expensed on a straight-line basis
over the vesting period, based on the estimate of shares that will
eventually vest. A corresponding adjustment is made to equity.
When the terms and condition of equity settled share-based
payments at the time they were granted are subsequently modified,
the fair value of the share-based payment under the original terms
and conditions and under the modified terms and conditions are both
determined at the date of the modification. Any excess of the
modified fair value over the original fair value is recognised over
the remaining vesting period in addition to the grant date fair
value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the
original fair value.
2.14. Financial liabilities including trade and other payables and borrowings
Financial liabilities measured at amortised cost using the
effective interest rate method include current borrowings and trade
and other payables that are short term in nature. Financial
liabilities are derecognised if the Group or Parent CompanyÕs
obligations specified in the contract expire or are discharged or
cancelled.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the effective interest rate (ÒEIRÓ). The EIR amortisation
is included as finance costs in profit or loss. Trade payables
other payables are non-interest bearing and are stated at amortised
cost using the effective interest method.
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently carried at
amortised cost: any difference between the proceeds and the
redemption value is recognised in the income statement over the
period of the borrowings, using the effective interest method.
Borrowings are classified as current liabilities unless the Group
or Parent Company has an unconditional right to defer settlement of
the liability for at least one year after the end of the reporting
period.
2.15. Taxation
The tax expense for the period comprises current tax. Tax is
recognised in the income statement, except to the extent that it
relates to items recognised directly in equity. In this case the
tax is also recognised directly in other comprehensive income or
directly in equity, respectively.
The current income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company operates and
generates taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred tax represents the tax expected to be payable or
recoverable on the temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. The Group has
reoccurring tax losses which can be used to offset future profits.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised. No deferred tax asset has been
recognised in the current year.
The Group receives small and medium sized enterprises research
and development tax relief for their costs incurred in developing,
implementing and testing the platform software. The R&D relief
is calculated on the basis of the tax laws enacted at the end of
the reporting period in the United Kingdom and is recognised in the
period in which it is received.
2.16. Earnings per share
Basic and diluted earnings per share is calculated by
dividing:
á the profit attributable to owners of the company, excluding
any costs of servicing equity other than ordinary shares;
á by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary
shares issued during the year and excluding treasury shares (note
22).
2.17. Leased assets
At the commencement date of a lease, the Group recognises a
lease liability at fair value, which is the present value of
future lease payments made over lease term. The lease liability
comprises fixed payments, less any lease incentives, less estimated
restoration costs that would be payable upon exit of the lease.
Short-term leases and low value are expensed to the Statement
of Comprehensive Income on a straight-line basis over the life
of the lease. Short-term leases are leases with a term of 12
months or less. Low value leases are those with a total lease
value of less than GBP5,000.
In calculating the present value, lease payments are discounted
using the discount rate implicit in the lease, if available,
alternatively, if that rate cannot be readily determined, the
GroupÕs incremental borrowing rate is used. Subsequently,
the lease liability is increased to reflect the accretion of
interest and reduced by payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification
to the lease.
The Group recognises right-of-use assets at the commencement
date of the lease. Right-of-use assets are measured at cost,
less any accumulated depreciation and impairment losses. The
cost of right of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line
basis over the shorter of the lease term and the estimated
useful lives of the assets which are consistent with those
shown in the Property, Plant and Equipment accounting policy.
3. Financial risk management
3.1. Financial risk factors
The GroupÕs activities expose it to a variety of financial
risks. The GroupÕs Board monitors and manages the financial risks
relating to the operations of the Group. This note describes the
GroupÕs objectives, policies and processes for managing those risks
and the methods used to measure them. Further quantitative
information in respect of these risks is presented throughout this
financial information.
Financial instruments
The financial instruments used by the Group, from which
financial instrument risk arises, are trade and other receivables
(see note 16), cash (see note 18) and trade and other payables (see
note 19). All are held at amortised cost.
General objectives, policies and processes
The Directors have overall responsibility for the determination
of the CompanyÕs risk management objectives and policies. Further
details regarding these policies are set out below:
Credit risk
Credit risk arises from cash and cash equivalents as well as any
outstanding receivables. Essentially it is the risk of financial
loss to the Group and Parent Company if a counterparty to a
financial instrument fails to meet its contractual obligations and
arises principally from the Group and Parent CompanyÕs receivables
from third parties. Management does not expect any losses from
non-performance of these receivables. To manage this risk, the
Board periodically assesses the financial reliability of any
counterparties the Group deal with.
The Group considers the credit risk on cash and cash equivalents
to be limited because the counterparties are banks with high credit
ratings assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the
financial statements represent the GroupÕs maximum exposure to
credit risk.
At Company level, there is the risk of impairment of
inter-company receivables if the full amount is not deemed as
recoverable from the relevant subsidiary company. These amounts are
written down when their deemed recoverable amount is deemed less
than the current carrying value
Market risk - Foreign exchange risk
The Group is exposed to market risk, primarily relating to
foreign exchange from its US subsidiary operation and to US
suppliers. The Group does not hedge against market risks as the
exposure is not deemed sufficient to enter into forward contracts.
The Group has not sensitised the figures for fluctuations in
foreign exchange as the Directors are of the opinion that these
fluctuations would not have a material impact on the Financial
Information of the Group at the present time. The Directors will
continue to assess the effect of movements in market risks on the
GroupÕs financial operations and initiate suitable risk management
measures where necessary.
Liquidity risk
The GroupÕs continued future operations depend on its ability to
raise sufficient working capital through the issue of share capital
and generate revenue.
4. Critical accounting estimates and judgements
The preparation of the financial information in conformity with
IFRS 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 date of the
financial information and the reported amount of expenses during
the year. Actual results may vary from the estimates used to
produce this financial information.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. Revisions to accounting estimates are recognised in
the period in which the estimate is revised where the revision
affects only that period, or in the period of the revision and
future periods where the revision affects both current and future
periods.
Significant accounting judgements, estimates and assumptions
Management has considered the significant accounting judgements,
estimates and assumptions and consider the following to be the
critical estimate and judgement which would materially affects the
Financial Statements.
Capitalisation of Intangible Assets - Development Costs
The Directors make judgements in respect as to when development
costs are capitalised. The judgements made give specific
consideration of the requirements of IAS 38 ÒIntangible AssetsÓ
including judgements over the commerciality of the products and
success in achieving regulatory approval.
Valuation of intangible assets (note 12)
The directors considered whether any impairments were required
on the value of the development costs capitalised in intangible
assets, in accordance with the accounting policy. Where applicable,
the recoverable amounts of cash generating units have been
determined based on value in use calculations using information
from third parties and an internal evaluation of future income
streams in conjunction with the development stage the Group has
reached at any one stage. These calculations require the entity to
estimate future cash flows expected to arise from the cash
generating unit and apply a suitable discount rate, based on market
conditions in order to calculate present value. They also include
judgements about the products obtaining the necessary regulatory
approvals. The directors have concluded that no impairment charge
is necessary.
5. Segment information
Management has determined the operating segments based on
reports reviewed by the Board of Directors that are used to make
strategic decisions. During the periods presented the Group had
interests in two key geographical segments, being the UK and the
USA. The Group is concentrating on developing one product at a time
and is currently focussing on its Cervi-LOK product. However, it
has incurred development and patent costs on each of its products
and these have been separated out in note 12 on Intangible
assets.
Group
UK USA Total
Year to 29 March 2022 GBP GBP GBP
-------------------------------- ---------- --------- ----------
Loss from operations
per reportable segment (937,672) (681) (938,353)
--------------------------------- ---------- --------- ----------
Additions to non-current
assets 789,079 62,299 851,378
Reportable segment assets 3,165,281 96,525 3,261,806
Reportable segment liabilities (576,857) (40,222) (617,079)
--------------------------------- ---------- --------- ----------
UK USA Total
Year to 29 March 2021 GBP GBP GBP
-------------------------------- ---------- -------- ----------
(Loss)/profit from operations
per reportable segment (651,848) 667 (651,181)
--------------------------------- ---------- -------- ----------
Additions to non-current
assets 465,287 (3,678) 461,609
Reportable segment assets 2,991,661 34,226 3,025,887
Reportable segment liabilities (229,857) (20) (229,877)
--------------------------------- ---------- -------- ----------
6. Expenses by nature
Year ended Year ended
29 March 29 March
Group 2022 2021
GBP GBP
--------------------------------------- ---------- ------------
Consultancy fees 277,286 260,635
Salaries 216,933 72,000
Professional and legal costs 151,550 151,706
Conference/Registration costs 1,870 -
Marketing & PR 77,275 25,635
Website costs 4,200 6,978
Bad debt expense - 17,588
Office costs 38,783 38,400
Premises costs 48,351 30,212
Travel, entertainment and subsistence
costs 49,760 20,504
Meeting expenses 1,738 421
Insurance 12,404 9,938
Other Administration expenses 65,362 16,292
Gain in fair value of digital asset at
reporting date (7,872) (5,022)
(937,641) (645,287)
---------- ------------
7. AuditorÕs Remuneration
Services provided by the groupÕs auditor and its associates
During the year, the Group (including its overseas subsidiaries)
obtained the following services from the CompanyÕs auditor and its
associates:
Year ended Year ended
29 March 29 March
2021 2020
GBP GBP
------------------------------------------- ---------- ----------
Fees payable to the CompanyÕs auditor
and its associates for the audit of the
Parent Company and consolidated financial
statements (30,750) (27,000)
Fees payable to the CompanyÕs auditor
and its associates for other services:
Reporting accountant services - (18,000)
(30,750) (45,000)
---------- ----------
8. Employee benefits expenses
The Group had three employees during the period under review,
including two directors. All of the research and development was
completed by external consultants, whose costs are shown in Note 6.
Ian Roberts remuneration includes GBP41,667 (2021: GBP87,500)
consultancy fees. Other directors provided consultancy services to
the Group, details of their remuneration are detailed below. All
amounts are short term in nature:
Year ended Year ended
Group 29 March 2022 29 March 2021
GBP GBP
------------------ -------------- --------------
Ian Roberts 100,000 87,500
Norman Lott 60,000 65,267
Martin Armstrong 58,600 7,000
Annabel Schild 8,000 7,000
Dr Timothy Evans 8,000 7,000
Nick Patel 10,000 -
244,600 173,767
-------------- --------------
The average number of directors in the year to 29 March 2022 was
6 (March 2021 - 5).
There were no pension benefits paid or payable to any of the
directors in any of the periods under review.
9. Finance expense
Year ended
29 March Year ended
Group 2022 29 March 2021
GBP GBP
------------------------- ------------ ---------------
Other interest expense 486 3,728
Bank and finance charges 2,679 2,166
3,165 5,894
------------ ---------------
10. Taxation
Tax recognised in profit or loss
Group Year ended Year ended
29 March 2022 29 March
GBP 2021
GBP
-------------------------------------------- --------------- --------------- ---
Current tax credit 87,613 107,178
Deferred tax - -
-------------------------------------------- --------------- --------------- ---
Net tax credit 87,613 107,178
-------------------------------------------- --------------- --------------- ---
Year ended
29 March Year ended
2022 29 March 2021
GBP GBP
-------------------------------------------- --------------- ---------------
Loss before tax (938,353) (651,181)
============================================ --------------- ---------------
Standard rate of UK corporation tax 19% 19%
Loss on ordinary activities before tax
multiplied by standard rate UK corporation
tax (178,287) (123,724)
Tax adjustment - (335)
Unrelieved tax losses carried forward 178,287 124,059
UK research and development tax credit 87,613 107,178
--------------- ---------------
Tax credit 87,613 107,178
--------------- ---------------
At 29 March 2022, the Group are carrying forward estimated tax
losses of GBP1.69m (2021: GBP1.51m) in respect of various
activities over the years. The Company did not recognise a deferred
income tax credit due to uncertainty concerning the timescale of
its recoverability.
11. Earnings per share
Basic and diluted earnings per share is calculated by dividing
the profit attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the
year, excluding ordinary shares purchased by the Company and held
as treasury shares. Diluted EPS is not shown as the Group is loss
making.
Profit attributable to equity holders Year ended Year ended
of the Company 29 March 2022 29 March
2021
Loss attributable to equity holders
of the Company (853,193) (544,003)
Weighted average number of ordinary
shares in issue 98,491,414 86,210,308
--------------- -----------
Earnings per share basic and diluted
(pence) (0.87) (0.63)
=============== ===========
12. Intangible assets
Software Development Development Development Patent
Development costs costs costs rights Total
------------
Cervi-LOK Faci-LOK GRASP
Group GBP GBP GBP GBP GBP GBP
-------------------------- ------------ ----------- ----------- ----------- ------- ---------
Cost
As at 30 March
2020 - 617,142 423,874 486,529 87,151 1,614,696
------------ ----------- ----------- ----------- ------- ---------
Additions - 340,188 - - 85,893 456,081
Disposals - - - - - -
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2021 - 957,330 423,874 486,529 173,044 2,040,777
------------ ----------- ----------- ----------- ------- ---------
Additions 206,000 716,769 - - 134,609 1,057,378
Disposals - - - - - -
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2022 206,000 1,674,099 423,874 486,529 307,653 3,098,155
------------ ----------- ----------- ----------- ------- ---------
Amortisation/Impairment
As at 30 March
2021 - - - - - -
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2022 - - - - - -
------------ ----------- ----------- ----------- ------- ---------
Net book value
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2021 - 957,330 423,874 486,529 173,044 2,040,777
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2022 206,000 1,674,099 423,874 486,529 307,653 3,098,155
------------ ----------- ----------- ----------- ------- ---------
Software Development Development Development Patent
Development costs costs costs rights Total
------------
Cervi-LOK Faci-LOK GRASP
Company GBP GBP GBP GBP GBP GBP
--------------------------- ------------ ----------- ----------- ----------- ------- ---------
Cost
As at 30 March
2020 - 609,278 423,874 486,529 57,111 1,576,792
------------ ----------- ----------- ----------- ------- ---------
Additions - 340,937 - - 88,822 429,759
Disposals - - - - -
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2021 - 950,215 423,874 486,529 145,933 2,006,551
------------ ----------- ----------- ----------- ------- ---------
Additions 206,000 655,751 - - 133,328 995,079
Disposals - - - - -
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2022 206,000 1,605,966 423,874 486,529 279,261 3,001,630
------------ ----------- ----------- ----------- ------- ---------
Amortisation/Impairment
As at 30 March
2021 - - - - - -
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2022 - - - - - -
------------ ----------- ----------- ----------- ------- ---------
Net book value
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2021 - 950,215 423,874 486,529 145,933 2,006,551
------------ ----------- ----------- ----------- ------- ---------
As at 29 March
2022 206,000 1,605,966 423,874 486,529 279,261 3,001,630
------------ ----------- ----------- ----------- ------- ---------
The Group is currently actively developing, with a view to
commercialising, three key medical products as follows:-
- Faci-LOK spinal system
- Cervi-LOK spinal system
- GRASP Laminoplasty system
Development costs comprise of costs incurred by third party
contractors and managementÕs view of time spent by individual
consultants The Group and Parent Company capitalise development
costs and details of the accounting policy can be found in Note
2.7.
The intangible assets are reviewed for impairment annually and
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The recoverable
amount of intangible assets is determined based on a value in use
calculation using cash flow forecasts derived from the most recent
financial model information available, using a conservative
discount rate of 20% based on the cost of capital. The resultant
net present values calculated are well in excess of the carrying
value of the intangible assets and as of 29 March 2022, no
impairment is necessary.
The intangible assets have not been amortised in the periods
covered in these statements as the assets are still in their
development stage and not yet been put in to use/commercialised.
The key estimate used by management is in respect of the timing of
the commercialisation of the products and when the first revenues
commence.
13. Tangible assets
Software Office Furniture
development equipment and Fixtures Total
Group GBP GBP GBP GBP
--------------------------- ------------ ---------- ------------- --------
Cost
As at 30 March 2020 - - - -
------------ ---------- ------------- --------
Additions 30,000 2,469 3,059 35,528
Disposals - - - -
------------ ---------- ------------- --------
As at 29 March 2021 30,000 2,469 3,059 35,528
Additions - - 1,239 1,239
Disposals (30,000) - - (30,000)
------------ ---------- ------------- --------
As at 29 March 2022 - 2,469 4,298 6,767
Accumulated depreciation
------------ ---------- ------------- --------
As at 30 March 2020 - - - -
------------ ---------- ------------- --------
Charge for the year - 618 612 1,230
------------ ---------- ------------- --------
As at 29 March 2021 - 618 612 1,230
------------ ---------- ------------- --------
Charge for the year - 618 736 1,354
------------ ---------- ------------- --------
As at 29 March 2022 - 1,236 1,348 2,584
------------ ---------- ------------- --------
Net book value
------------ ---------- ------------- --------
As at 29 March 2021 30,000 1,851 2,447 34,298
------------ ---------- ------------- --------
As at 29 March 2022 - 1,232 2,950 4,183
------------ ---------- ------------- --------
Software Office Furniture
development equipment and Fixtures Total
Company GBP GBP GBP GBP
--------------------------- ------------ ---------- ------------- --------
Cost
As at 30 March 2020 - - - -
------------ ---------- ------------- --------
Additions 30,000 2,469 3,059 35,528
Disposals - - - -
------------ ---------- ------------- --------
As at 29 March 2021 30,000 2,469 3,059 35,528
Additions - - 1,239 1,239
Disposals (30,000) - - (30,000)
------------ ---------- ------------- --------
As at 29 March 2022 - 2,469 4,298 6,767
Accumulated depreciation
------------ ---------- ------------- --------
As at 30 March 2020 - - - -
------------ ---------- ------------- --------
Charge for the year - 618 612 1,230
------------ ---------- ------------- --------
As at 29 March 2021 - 618 612 1,230
------------ ---------- ------------- --------
Charge for the year - 618 736 1,354
------------ ---------- ------------- --------
As at 29 March 2022 - 1,236 1,348 2,584
------------ ---------- ------------- --------
Net book value
------------ ---------- ------------- --------
As at 29 March 2021 30,000 1,851 2,447 34,298
------------ ---------- ------------- --------
As at 29 March 2022 - 1,232 2,950 4,183
------------ ---------- ------------- --------
14. Right of use assets
Group and Company
GBP
Cost
Additions 137,251
--------
As at 29 March 2022 137,251
--------
Depreciation
Charge for the year 16,713
--------
As at 29 March 2022 16,713
--------
Net Book Value
As at 29 March 2022 120,538
As at 29 March 2021 -
15. Investment in Subsidiaries
Year ended Year ended
29 March 29 March
2022 2021
Company GBP GBP
--------------------- ---------- ----------
As at 30 March 2021 - -
Additions - -
--------------------- ---------- ----------
Cost at 29 March 2022 - -
--------------------- ---------- ----------
The following are the principal subsidiaries of the Company at
29 March 2022 and at the date of these Financial Statements.
Principal Share
Name of Place Registered Parent Class capital
company of Business office address company of shares held Nature of business
-------------- ------------- ------------------- ------------- ------------ -------- ------------------------
TruSpine England Spectrum House TruSpine Ordinary 100% Medical Devices
Technologies & Wales Af33 Beehive Technologies Company developing
International Ring Road, Limited spinal fusion products
Limited London Gatwick
Airport, Gatwick,
England, RH6
0LG
TruSpine United 90 State Street, TruSpine Ordinary 100% Medical Devices
Technologies States Suite 700, Technologies Company developing
International of America Albany NY, Limited spinal fusion products
Inc 1220, USA
16. Trade and other receivables
Group Group Company Company
Year ended Year ended Year ended Year ended
29 March 29 March 29 March 29 March
2022 2021 2022 2021
GBP GBP GBP GBP
--------------------------- ----------- ----------- ----------- -----------
VAT receivable 5,256 14,609 5,256 14,609
Research & development tax
credit - 82,361 - 82,361
Other receivables 68,268 89,720 68,267 89,719
Amount due from subsidiary
company - - 305,542 284,221
73,523 186,690 379,065 470,911
----------- ----------- ----------- -----------
Other receivables relate to monies owed by third parties as
follows:
Other receivables include monies owed to the Company by OPP
Systems Ltd and Copian Capital Partners Ltd as detailed in note 25
on Related parties. None of these are past due.
17. Digital assets
Group and Company 29 March 29 March
2022 2021
GBP GBP
Balance as at 29 March 2021 220,602 -
Crypto assets purchased and received - 300,000
Crypto assets sold (146,000) (84,420)
Fair value through profit and loss 7,872 5,022
---------- ---------
Balance as at 29 March 2022 82,474 220,602
========== =========
At the year end the Company held 108,206 (2021: 303,680) USDT
tokens representing a fair value of GBP82,474 (2021: GBP220,602).
USDT is a cryptocurrency with tokens issued by Tether Limited. USDT
is a stable coin, a type of cryptocurrency which aims to keep
cryptocurrency valuations stable and avoids the extreme volatility
of other cryptocurrencies while keeping value within the crypto
market.
18. Cash and cash equivalents
Group and Company
Year ended Year ended
29 March 29 March
2022 2021
GBP GBP
------------------------- ------------ ------------
Cash at bank and in hand 3,471 543,520
3,471 543,520
------------ ------------
The majority of the Group and CompanyÕs cash at bank is held
with institutions with an BAA1 credit rating. No interest rate
sensitivity has been applied on the grounds management consider the
impact to be immaterial.
19. Trade and other payables
Group Group Company Company
Year ended Year ended Year ended Year ended
29 March 29 March 29 March 29 March
2022 2021 2022 2021
GBP GBP GBP GBP
--------------- ----------- ----------- ----------- -----------
Trade payables 392,749 186,050 352,527 186,031
Bank loan 42,500 50,000 42,500 50,000
Accruals 133,100 41,000 133,100 41,000
Other payables 48,730 2,927 48,730 2,926
617,079 279,977 576,857 279,957
----------- ----------- ----------- -----------
Loan movements
Group Group Company Company
Year ended Year ended Year ended Year ended
29 March 29 March 29 March 29 March
2022 2021 2022 2021
GBP GBP GBP GBP
----------------------------- ----------- ----------- ----------- -----------
Opening balance 50,000 - 50,000 -
Borrowings during the period - 50,000 - 50,000
Repayments of loans (7,500) - (7,500) -
42,500 50,000 42,500 50,000
----------- ----------- ----------- -----------
The company obtained a bounce bank loan through the government
scheme from HSBC bank. Interest is charged on the loan at a rate of
2.5%.
20. Lease liabilities
Group and Company 29 March 29 March
2022 2021
GBP GBP
Acquisition of new leases 137,251 -
Payment of lease liabilities 17,339 -
Accretion of interest 3,079 -
Carried forward 122,991 -
========= =========
Maturity
------------ --------
Current 14,261 -
Non-current 108,730 -
122,991 -
========
21. Financial risk management
Foreign Exchange
The Group operates internationally and is exposed to foreign
exchange risk arising from commercial transactions, translation of
assets and liabilities and net investments in foreign operations.
Exposure to commercial transactions arises from purchases by
operating companies in currenc i es other than the companiesÕ
functional currency. Currency exposures are reviewed regularly. The
Group considers to have an immaterial exposure to foreign exchange
risk due to the current limited balances held within the GroupÕs
overseas entities and as a result has not disclosed the impact of
foreign exchange movements thereon as they do not consider them to
be material.
Interest rate risk
Interest rate risk refers to the risk that fluctuations in
interest rates cause losses to the Company. The Group and Company
have no exposure to interest rate risk except on cash and cash
equivalent which carry variable
interest rates
At 29 March 2022, the Group and Company has a GBP loan of
GBP42,500 at a rate of 2.5% per annum. At 29 March 2021, the Group
and Company had a GBP loan of GBP50,000 at a rate of 2.5% per
annum. Given the quantum of the balances the board do not consider
that any reasonable considered changes to interest rates would
materially impact the loan interest payable and as such have not
been disclosed.
Liquidity risk
The GroupÕs continued future operations depend on its ability to
raise sufficient working capital through the issue of share capital
and generate revenue.
Liquidity risk refers to the risk that the Company has
insufficient cash resources to meet working capital requirements.
The Group and Company manages its liquidity requirements by using
both short- and long-term cash flow projections and raises funds
through debt or equity placings as required. Ultimate
responsibility for liquidity risk management rests with the Board
of Directors, which has built an appropriate liquidity risk
management framework for the management of the GroupÕs short-,
medium- and long-term funding and liquidity management
requirements.
The Group closely monitors and manages its liquidity risk. Cash
forecasts are regularly produced, and sensitivities run for
different scenarios. The profile of what the Group consider to be
its key payable/debt profile is as follows:
Group Group Company Company
2022 2021 2022 2021
Categorisation of Borrowings GBP GBP GBP GBP
--------------------------------- ------- ------- ------- -------
Less than six months - Loans and
borrowings - - - -
Less than six months - Trade and
other payables 574,579 229,976 534,357 229,357
Between six months and a year 42,500 50,000 42,500 50,000
Over one year - - - -
Capital risk management
The GroupÕs objectives when managing capital are to safeguard
the GroupÕs ability to continue as a going concern.
It is the aim of the Directors to manage the capital structure
in order to reduce the overall cost of capital. The capital
comprises the shareholdersÕ equity and going forward it is also
expected to include cash and cash equivalent, and borrowings.
The Group defines capital based on the total equity of the
Company. The Group monitors its level of cash resources available
against future planned operational activities and may issue new
shares in order to raise further funds from time to time.
There are currently no restrictions on the capital of the
Company.
Financial instruments by category
Financial Financial Financial Financial
assets at liabilities assets at liabilities
amortised at amortised amortised at amortised
cost 29 cost 29 cost 29 cost 29
Group March 2022 March 2022 March 2021 March 2021
Categorisation of Financial Assets
and Liabilities GBP GBP GBP GBP
-------------------------------------- ----------- ------------- ----------- -------------
Other receivables 73,523 - 186,690 -
Cash and cash equivalents 3,471 - 543,520 -
Interest-bearing loans and borrowings - 42,500 - 50,000
Trade and other payables - 574,579 - 229,976
Lease liability - 122,991 - -
-------------------------------------- ----------- ------------- ----------- -------------
Financial Financial Financial Financial
assets at liabilities assets at liabilities
amortised at amortised amortised at amortised
cost 29 cost 29 cost 29 cost 29
Company March 2022 March 2022 March 2021 March 2021
Categorisation of Financial Assets
and Liabilities GBP GBP GBP GBP
-------------------------------------- ----------- ------------- ----------- -------------
Other receivables 73,523 - 186,690 -
Cash and cash equivalents 3,471 - 543,520 -
Interest-bearing loans and borrowings - 42,500 - 50,000
Trade and other payables - 534,357 - 229,957
Lease liability - 122,991 - -
-------------------------------------- ----------- ------------- ----------- -------------
22. Equity and other reserves
Group and Company
Share
based
Number Share Share payment Other
Group of shares capital premium reserve reserves Total
GBP GBP GBP GBP GBP
-------------------- ----------- -------- ----------- -------- --------- -----------
Issued and fully
paid
----------- -------- ----------- -------- --------- -----------
As at 29 March 2020 83,845,194 8,385 3,727,035 - (205,000) 3,530,420
----------- -------- ----------- -------- --------- -----------
Reduction in share
capital - - (2,250,000) - - (2,250,000)
Movement during
the year 10,138,773 1,013 1,585,068 17,007 - 1,602,988
----------- -------- ----------- -------- --------- -----------
As at 29 March 2021 93,983,967 9,398 3,062,103 17,007 (205,000) 2,883,508
----------- -------- ----------- -------- --------- -----------
Movement during
the year 8,129,902 777 720,112 27,212 - 748,101
----------- -------- ----------- -------- --------- -----------
As at 29 March 2022 102,113,869 10,175 3,782,215 44,219 (205,000) 3,631,609
----------- -------- ----------- -------- --------- -----------
Share Capital - Amount subscribed for share capital at nominal
value.
Share Premium - Amount subscribed for share capital in excess of
nominal value.
Other reserves comprise of 666,667 shares that were acquired
from a third party in exchange for monies paid out by the Company
on the third partyÕs behalf during the year to 29 March 2019.
During the year, 7,405,000 warrants were granted. The total
number of outstanding warrants granted amount to 14,487,789 as at
29 March 2022.
On 7 May 2020, a resolution was passed approving a reduction of
capital whereby the share premium account of the Company was
cancelled by an amount of GBP2,250,000.
At a meeting of the Company on the 28 May 2020 resolutions were
passed to re-register the Company as a public limited company.
Re-registration became effective on 5 June 2020 and accordingly new
articles of association of the Company were adopted. The name of
the Company changed from TruSpine Technologies Limited to TruSpine
Technologies Plc.
In May 2021 the Company raised GBP78,000 through the
subscription of 780,000 new ordinary shares at a price of GBP0.10
per share with a warrant for each Subscription Share subscribed for
(780,000 warrants) exercisable at GBP0.15 per share for a period of
three years from 28 May 2021 the date of admission of the
Subscription Shares to trading on AQSE.
In September 2021 the Company raised GBP650,000 through a
Fundraise of 6,500,000 new Ordinary shares at a price of 10p per
share comprising a Placing and a Subscription. 2,300,000 New
Ordinary Shares issued by way of the Placing raising gross proceeds
of GBP230,000 and 4,200,000 New Ordinary Shares issued through the
Subscription raising gross proceeds of GBP420,000. In addition,
125,000 New Ordinary Shares were issued to a third-party involved
in the Fundraise in lieu of services rendered. Each New Ordinary
Share issued had one warrant attached granting the holder the right
to subscribe for an additional one New Ordinary Share (6,625,000
warrants) exercisable at GBP0.15 per share for a period of three
years from 30 September 2021 the date of admission of the shares to
trading on AQSE.
On 29 October 2021 508,800 New Ordinary Shares were issued to a
third-party involved in previous fundraises in lieu of services
rendered and to settle third-party outstanding liabilities of
GBP12,500.
On 17 November 2021 216,102 New Ordinary Shares were issued to
settle third-party outstanding liabilities of GBP21,610
23. Share based payments
On 20 August 2020 the Company granted 877,789 warrants to Cairn
the CompanyÕs corporate adviser exercisable at a price of GBP0.36
for a period of up to five years. The warrants were granted in
return for services carried out in relation to the listing of the
Company on 20 August 2020 on the Aquis Stock Exchange Growth
Market. As a result of this the fair value of the share options was
determined at the date of the grant using the Black Scholes model,
using the following inputs:
Share price at the date of amendment 36p
Strike price 36p
Volatility 50%
Expected life 1,825 days
Risk free rate 0.5%
Details of the share options outstanding during the year are as
follows:
Weighted Average
Shares price
(pence)
=============================== ========= =====================
Granted during the year 877,789 15.5
Outstanding at 30 March 2021 877,789 15.5
Granted during the year Ð
Expired during the year Ð
Outstanding at 29 March 2022 877,789 15.5
Exercisable at 29 March 2022 877,789 36
=============================== ========= =====================
The share-based payment charge for these warrants for the year
to 29 March 2022 was GBP27,212, which has been taken to the
share-based payment reserve and the resultant fair value of the
warrants as at 29 March 2022 was determined to be GBP44,219 (2021:
GBP17,007).
24. Commitments and contingencies
There are no further single matters pending that the Group
expects to be material in relation to the GroupÕs business,
financial result or results of operations.
At the balance sheet date, the Group had outstanding commitments
for future minimum lease payments, which fall due as follows:
2022 2021
GBP GBP
Land and buildings
Within one year 2,721 27,155
Within 2-5 years - 1,450
Total 2,721 28,605
====== =======
Commitments represent rentals payable by the Company for its
office properties on short term and low value leases.
25. Related parties
The following transactions were carried out with related parties:
DirectorsÕ transactions
Ian Roberts provided consultancy services amounting to GBP41,667
(2021: GBP87,500) during the year as detailed in note 8. The
non-executive directors provided consultancy services to the
Company, details of their remuneration are covered in note
8.
Elizabeth Roberts, the wife of Ian Roberts, a director provided
consultancy services for office management amounting to GBP10,000
(2021: GBP13,000) for the year.
Loans to OPP systems Limited
OPP Systems Limited is a related party of the Group because
Norman Lott is a director of the company.
Loan funds were extended to OPP Systems Limited by the Company
The amounts payable at each period end are as follows:
Year ended Year ended
29 March 2022 29 March 2021
GBP GBP
-------------------- --------------- ---------------
OPP Systems Limited 55,000 55,000
-------------------- --------------- ---------------
These amounts are repayable on demand, unsecured and interest is
chargeable at a rate of 12%.
Transactions with Copian Capital Partners Limited
Copian Capital Partners Limited is a related party of the Group
because Norman Lott is a director of the company.
Copian Capital Partners Limited provide management services to
the Company. Copian Capital Partners Limited made the following
charges to the Company together with the balances owing as detailed
below:
Year ended Year ended
29 March 2022 29 March 2021
GBP GBP
-------------------------------------------- --------------- ---------------
Services charged by Copian Capital Partners
Limited 48,000 54,000
Additional services charged in respect
of the IPO settled in shares - 70,000
Balance owed by Copian Capital Partners
Limited to the Company 8,665 8,665
Balance owed by the Company to Copian
Capital Partners Limited 7,356 -
All intra Group transactions are eliminated on consolidation and
have not been further disclosed here.
Ultimate controlling parties
The Directors consider that there is no ultimate controlling
party of the Company.
26. Events after the reporting date
In April 2022 the Company entered into a master agreement
(ÒFunding AgreementÓ) with Proffitt Brothers Investments, LLC
(ÒProffitt BrothersÓ) and Spartan Medical, Incorporated (ÒSpartan
MedicalÓ) setting out an agreement on a strategic partnership and
to provide funding, and an exclusive US Reseller Agreement
(ÒReseller AgreementÓ) to market and distribute the Cervi-LOK--
device to US Government healthcare facilities once the Cervi-LOK--
has completed FDA clearance.
Funding Agreement
The Funding Agreement, provides that Proffitt Brothers, the
investment vehicle of Spartan Medical will provide the Company with
$US400,000 of funding (of which $100,000 has been received by the
Company), as set out below:
Tranche 1 $US100,000 on signing of the master agreement (payment received)
Tranche 2 $US100,000 on lodgement 510k FDA application
Tranche 3 $US200,000 on FDA clearance of Cervi-LOK-- device
Furthermore, the Company has agreed to immediately issue
Proffitt Brothers a warrant over one million shares exercisable at
20 pence per share, expiring on 31 December 2026 and a further
warrant over one million shares exercisable at 20 pence per share
on completion of Tranche 3 funding.
Reseller Agreement
The Company has also entered into a Reseller Agreement with
Spartan Medical for initial term of two years from FDA clearance
with an extension of a further two years subject to minimum $US 2
million sales by Spartan Medical in first period and a further two
years extension with minimum $US 7 million sales in second
period.
The Reseller Agreement provides for an exclusive right to market
and sell Cervi-LOK-- to Government Healthcare Facilities in the
US.
Spartan Medical is a leader in US medical device sales with
rapid revenue growth of 183% in 2021, reaching a turnover of almost
$32 million. It was founded in 2008 by a former US Air Force
Intelligence Officer, Vince Proffitt with the mission of providing
an extensive portfolio of advance medical devices to meet the
specific needs of the US Department of Veterans Affairs (ÒVAÓ) and
the US Department of Defence, each of which have contracted with
Spartan Medical as a preferred partner.
The VA is the largest healthcare system in the United
States-nearly the size of the UKÕs NHS-with an annual budget of
over $220 billion, serving nearly 10 million veterans, and
operating 171 hospitals and surgical centres in all 50 states. As a
Service-Disabled Veteran-Owned business, Spartan Medical has a long
track record of successfully meeting the VAÕs needs as part of an
ongoing, department-wide, $2.1 billion long-term supply
contract.
In May 2022 the Company raised GBP700,000 before costs through a
Fundraise of 14,000,000 new Ordinary shares at a price of 5p per
share comprising a Placing and a Subscription. 10,800,000 New
Ordinary Shares were issued by way of the Placing raising gross
proceeds of GBP440,000 and 3,200,000 New Ordinary Shares issued
through the Subscription raising gross proceeds of GBP160,000. An
additional 1,550,000 shares were issued at a price of 5 pence per
ordinary share to third party creditors of GBP77,500 in lieu of
services rendered (ÒSettlement SharesÓ). Each Placing share,
Subscription share and Settlement Share issued had a warrant
attached (15,550,000 warrants) allowing the holder to subscribe for
one additional share in the Company at an exercise price of 7.5
pence for a period of 3 years from 31 May 2022 the date of
admission of the shares to trading on AQSE.
Fee Shares and Director Participation
Subsequent to the year end, accrued director fees of GBP97,200
have been settled through the issue of 648,000 new ordinary shares
on 31 May 2022 at a price of 15 pence per share (ÒFee SharesÓ).
Norman Lott and Nikunj Patel (directors of the Company)
participated in the Fundraise. Details of their participation are
set out in the table below along with the revised shareholdings of
the Directors following the issue of Fee shares.
Resultant shareholding following
Director Current Shares Fee Shares Subscription shares Admission
------------------- ---------------- ------------ --------------------- ------------------------------------------
Ian Roberts 861,111 - - 861,111
Norman Lott 1,750,000 - 200,000 1,950,000
Martin Armstrong 333,333 408,000 - 741,333
Annabel Schild 4,166,667 80,000 - 4,246,667
Dr Tim Evans 166,667 80,000 - 246,667
Nikunj Patel 250,000 80,000 1,000,000 1,330,000
Total 7,527,778 648,000 1,200,000 9,375,778
The total number of New Ordinary Shares issued on 31 May 2022
were 16,198,000 giving a total number of ordinary shares in issue
of 118,311,869 at the date of the signing of this statement.
As part of their fees Oberon and Peterhouse (the CompanyÕs joint
brokers) were granted warrants over 540,000 new ordinary shares
exercisable at a price of 7.5 pence per share at any time until the
third anniversary of Admission.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identiÞed by their use of terms and phrases such as ÔÔbelieveÕÕ,
ÔÔcouldÕÕ, ÒshouldÓ ÔÔenvisageÕÕ, ÔÔestimateÕÕ, ÔÔintendÕÕ,
ÔÔmayÕÕ, ÔÔplanÕÕ, ÔÔpotentiallyÕÕ, ÒexpectÓ, ÔÔwillÕÕ or the
negative of those, variations or comparable expressions, including
references to assumptions. These forward-looking statements are not
based on historical facts but rather on the DirectorsÕ current
expectations and assumptions regarding the CompanyÕs future growth,
results of operations, performance, future capital and other
expenditures (including the amount, nature and sources of funding
thereof), competitive advantages, business prospects and
opportunities. Such forward looking statements reßect the
DirectorsÕ current beliefs and assumptions and are based on
information currently available to the Directors.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NEXSDSFDSEESEDU
(END) Dow Jones Newswires
September 30, 2022 10:15 ET (14:15 GMT)
TruSpine Technologies (AQSE:TSP)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
TruSpine Technologies (AQSE:TSP)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
