TIDMTSP

RNS Number : 4090L

TruSpine Technologies PLC

03 January 2023

TRUSPINE TECHNOLOGIES PLC

("TruSpine", the "Company" or "Group")

Interim Results - for the six months ended 30 September 2022

CHIEF EXECUTIVE'S REPORT

Despite the challenges presented by Covid-19 globally, TruSpine has managed to overcome many of the obstacles presented, and we believe the Company will be in a position in 2023 to submit the FDA 510k application for the Cervi-LOK.

Post period end, the Company has secured a GBP200,000 bridge debt facility ("Bridge Loan") and a Letter of Intent ("LOI") for a GBP2.4m staged equity funding over three tranches ("Investment Agreement"), a separate announcement will be made in due course setting out further details. The Investment Agreement is subject to various closing conditions and milestones. The directors believe that the Bridge Loan and Investment Agreement will provide the required funding to advance the Cervi-LOK through FDA clearance and onto commercialisation.

As announced 31 October 2022, the Company's annual general meeting was adjourned until further notice. Following completion of the Investment Agreement, the Company will seek to hold its annual general meeting. The Company continues to carefully manage its working capital position.

The delays in finalisation of the FDA 510k submission have centred around compression testing, a main test required by the FDA, however it was eventually determined that the issue was with the testing block rather than the Cervi-LOK product itself. Following adjustments to the testing block all tests were successfully completed and are ready for submission to the FDA by the independent testing facility.

Additionally, the Company had to overcome supply chain issues, including difficulties in sourcing medical grade stainless steel for instruments, as announced 1 August 2022. We have now completed this process, and the instrument set has commenced final sterilisation testing with Puracon GmbH in Germany.

On 31 May 2022 the Company raised GBP700,000 through the issue of 14,000,000 new ordinary shares at a price of 5p per share comprising a placing and a subscription. In addition, 1,550,000 shares were issued at a price of 5p per share to third party creditors of GBP77,500 in lieu of services rendered and accrued directors fees of GBP97,200 were settled through the issue of 648,000 shares at a price of 15p per share.

The Company continues to be in a pre-revenue development phase and remains loss-making. The loss before taxation for the six months to 30 September 2022 was GBP545k (2021: GBP483k) after administrative expenses of GBP543k (2021: GBP481k). Development spend for the six months to 30 September 2022 was GBP216k (2021: GBP463k). Consolidated net assets as at 30 September 2022 amounted to GBP2.93 million (2021: GBP3.00 million) including cash and cash equivalents of GBP42,000 (2021: GBP324,000).

Whilst we are disappointed by the delays and challenges encountered, the Board would like to thank shareholders for their support, and TruSpine's staff and commercial partners for their hard work during the year.

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 
  Adviser)                                                           0880 
 Liam Murray / Ludovico Lazzaretti 
 
 Oberon Capital (Joint Broker)                        Tel: +44 (0)20 3179 
                                                                     5300 
  Mike Seabrook / Chris Crawford 
 Peterhouse Capital Limited (Joint Broker             Tel: +44 (0)20 7469 
  & Financial Adviser)                                               0930 
  Lucy Williams / Duncan Vasey 
 Walbrook PR (Financial                  Tel: +44 (0) 20 7933 7870 or +44 
  PR & IR)                                               (0) 7876 741 001 
 Anna Dunphy                                      truspine@walbrookpr.com 
 
 

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 "believe", "could", "should" "envisage", "estimate", "intend", "may", "plan", "potentially", "expect", "will" 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 Directors' current expectations and assumptions regarding the Company's 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 Directors' current beliefs and assumptions and are based on information currently available to the Directors.

GROUP UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED 30 SEPTEMBER 2022

GROUP STATEMENT OF COMPREHENSIVE INCOME

 
                                                       6 month         6 month             Year 
                                                  period ended    period ended            ended 
                                                  30 September    30 September    29 March 2022 
                                                          2022            2021 
                                                   (Unaudited)     (Unaudited)        (Audited) 
 
                                         Note 
                                                           GBP             GBP              GBP 
 
 Administrative expenses                             (543,369)       (480,834)        (937,641) 
 
 Operating loss                                      (543,369)       (480,834)        (937,641) 
 Finance expense                                       (2,030)         (1,771)          (3,165) 
 
 Loss before tax                                     (545,399)       (482,605)        (940,806) 
                                               ---------------  --------------  --------------- 
 
 
 Tax credit                              3                   -               -           87,613 
                                               ---------------  --------------  --------------- 
 
 (Loss)/Profit                                       (545,399)       (482,605)        (853,193) 
                                               ---------------  --------------  --------------- 
 
 Loss attributable to: 
 
 Owners of the parent                                (545,399)       (482,605)        (853,193) 
                                               ---------------  --------------  --------------- 
 
 Other comprehensive income: 
 Items that will or may be 
  reclassified to profit or 
  loss: 
 Exchange translation differences 
  on foreign operations                                 14,253             462            1,456 
                                               ---------------  --------------  --------------- 
 Total comprehensive loss                            (531,146)       (482,143)        (851,737) 
                                               ---------------  --------------  --------------- 
 
 
 Total comprehensive loss 
  attributable to equity shareholders                (531,146)       (482,143)        (851,737) 
                                               ===============  ==============  =============== 
 
 
 Earnings per share basic 
  and diluted (pence)                    4             (0.48)p         (0.51)p          (0.87)p 
                                               ---------------  --------------  --------------- 
 

All results in the current and preceding financial period derive from continuing operations.

GROUP STATEMENT OF FINANCIAL POSITION

 
                                          30 September   30 September     29 March 
                                                  2022           2021         2022 
                                           (Unaudited)    (Unaudited)    (Audited) 
                                  Note             GBP            GBP          GBP 
 
 Non-current assets 
 Tangible fixed assets                           3,444          3,683        4,183 
 Intangible assets                           3,376,331      2,534,010    3,098,155 
 Right of use assets                           112,181              -      120,538 
                                             3,491,956      2,537,693    3,222,876 
                                        --------------  -------------  ----------- 
 
 Current assets 
 Trade and other receivables                   167,217        356,189       73,523 
 Digital assets                                      -        225,229       82,474 
 Cash and cash equivalents                      41,821        324,044        3,471 
                                        --------------  -------------  ----------- 
                                               209,038        905,462      159,468 
                                        --------------  -------------  ----------- 
 
 Total assets                                3,700,994      3,443,155    3,382,344 
                                        --------------  -------------  ----------- 
 
 
 Current liabilities 
 Trade and other payables                      613,929        386,184      574,579 
 Borrowings                                     42,891         47,500       42,500 
 Lease liabilities                              14,261              -       14,261 
                                        --------------  -------------  ----------- 
                                               671,081        433,684      631,340 
                                        --------------  -------------  ----------- 
 Non-current liabilities 
 Lease liabilities                             101,600                     108,730 
                                        --------------  -------------  ----------- 
                                               101,600                     108,730 
                                        --------------  -------------  ----------- 
 
 Total liabilities                             772,681        433,684      740,070 
                                        --------------  -------------  ----------- 
 
 Net Assets                                  2,928,313      3,009,471    2,642,274 
                                        --------------  -------------  ----------- 
 
 Equity attributable to owners 
  of the parent 
 Share capital                    5             11,795         10,139       10,175 
 Share premium                               4,584,176      3,779,855    3,782,215 
 Share based payment reserve                    57,823         44,218       44,219 
 Other reserves                   5          (205,000)      (205,000)    (205,000) 
 Translation reserve                           (9,770)       (25,017)     (24,023) 
 Retained earnings                         (1,510,711)      (594,724)    (965,312) 
                                        --------------  -------------  ----------- 
 
 Total equity attributable to 
  owners of the parent                       2,928,313      3,009,471    2,642,274 
                                        --------------  -------------  ----------- 
 
 Total Equity                                2,928,313      3,009,471    2,642,274 
                                        --------------  -------------  ----------- 
 

GROUP STATEMENT OF CHANGES IN EQUITY

 
                           Share   Share premium      Share 
                         capital                   based payment       Other   Translation      Retained 
                                                      reserve       reserves       reserve      earnings       Total 
                             GBP             GBP             GBP         GBP           GBP           GBP         GBP 
 
 Balance as 
  at 29 March 
  2021                     9,398       3,062,103          17,007   (205,000)      (25,479)     (112,119)   2.745,910 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Profit for 
  the six months               -               -               -           -             -     (482,605)   (482,605) 
 Other comprehensive 
  loss                         -               -               -           -           462             -         462 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Total comprehensive 
  loss for the 
  period                       -               -               -           -           462     (482,605)   (482,143) 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Issue of shares, 
  net of issue 
  costs                      741         744,963               -           -             -             -     745,704 
 Reduction in 
  share capital                -        (27,211)          27,211           -             -             -           - 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Transactions 
  with owners, 
  recognised 
  directly in 
  equity                     741         717,752          27,211           -             -             -     745,704 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Balance as 
  at 30 September 
  2021                    10,139       3,779,855          44,218   (205,000)      (25,017)     (594,724)   3,009,471 
                       =========  ==============  ==============  ==========  ============  ============  ========== 
 
 
 Balance as 
  at 29 March 
  2022                    10,175       3,782,215          44,219   (205,000)      (24,023)     (965,312)   2,642,274 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Loss for the 
  six months                   -               -               -           -             -     (545,399)   (545,399) 
 Other comprehensive 
  gain                         -               -                           -        14,253             -      14,253 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Total comprehensive 
  loss for the 
  period                       -               -               -           -       14,253-     (545,399)   (531,146) 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Issue of shares, 
  net of issue 
  costs                    1,620         815,565               -           -             -             -     817,185 
 Share based 
  payment charge               -        (13,604)          13,604           -             -             -           - 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Transactions 
  with owners, 
  recognised 
  directly in 
  equity                   1,620         801,961          13,604           -             -             -     817,185 
                       ---------  --------------  --------------  ----------  ------------  ------------  ---------- 
 Balance as 
  at 30 September 
  2022                    11,795       4,584,176          57,823   (205,000)       (9,770)   (1,510,711)   2,928,313 
                       =========  ==============  ==============  ==========  ============  ============  ========== 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                      6 month         6 month             Year 
                                                 period ended    period ended            ended 
                                                 30 September    30 September    29 March 2022 
                                                         2022            2021 
                                                  (Unaudited)     (Unaudited)        (Audited) 
 
                                                          GBP             GBP              GBP 
 
 Cash flow from operating activities 
 
 Loss before tax                                    (545,399)       (482,605)        (940,806) 
 Depreciation and amortisation                          9,095             615           21,146 
 Increase in Fair Value of digital 
  asset                                                82,474         (4,627)          (7,872) 
 (Increase) in other receivables                     (93,694)       (169,499)          113,167 
 Increase in other payables                            39,351         156,207          337,102 
                                              ---------------  --------------  --------------- 
 Cash used in operations                            (508,173)       (499,909)        (477,263) 
                                              ---------------  --------------  --------------- 
 Income tax credit                                          -               -           87,613 
                                              ---------------  --------------  --------------- 
 Net cash flows from operating 
  activities                                        (508,173)       (499,909)        (389,650) 
                                              ---------------  -------------- 
 
 
 Investing activities 
 
 Purchase of tangible assets                                -               -          (1,239) 
 Purchase of intangible assets                      (278,176)       (463,233)      (1,027,378) 
 Net cash used in investing activities              (278,176)       (463,233)      (1,028,378) 
                                              ---------------  --------------  --------------- 
 
 
 Financing activities 
 Proceeds from Issue of shares, 
  net of issue costs                                  817,185         745,704          894,101 
 Lease payments                                       (7,130)               -         (17,339) 
 Increase/(Decrease) in borrowings                        391         (2,500)                - 
                                              ---------------  --------------  --------------- 
 Net cash flow from financing                         810,446         743,204          876,762 
                                              ---------------  --------------  --------------- 
 
 (Decrease)/Increase in cash and 
  cash equivalents in the period                       24,097       (219,938)        (541,505) 
 
 Cash and cash equivalents at 
  the beginning of the year                             3,471         543,520          543,520 
 Exchange rate differences on 
  cash and cash equivalents                            14,253             462            1,456 
 
 Cash and cash equivalents at 
  the end of the period                                41,821         324,044            3,471 
                                              ---------------  --------------  --------------- 
 

NOTES TO THE FINANCIAL INFORMATION

   1.               GENERAL INFORMATION 

This financial information is for TruSpine Technologies Plc (the "Company") and its subsidiary undertakings. The principal activity of TruSpine Technologies Plc and its subsidiaries (together the "Group") is the development of products for the spinal fusion market. The Company is a public limited company and was listed on the Aquis Stock Exchange on 20 August 2020. The Company is incorporated and domiciled in England and the address of its registered office is located at Spectrum House AF33, Beehive Ring Road, Gatwick Airport, Gatwick, RH6 0LG, United Kingdom.

   2.               BASIS OF PREPARATION 

The interim consolidated financial information has been prepared with regard to International Financial Reporting Standards (IFRS) and interpretations adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006. The interim financial information incorporates the results for the group for the six month period from 30 March 2022 to 30 September 2022. The results for the year ended 29 March 2022 have been extracted from the statutory financial statements for the Company for the year ended 29 March 2022. The financial information set out in these interim consolidated financial information does not constitute statutory accounts as defined in S434 of the Companies Act 2006. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 29 March 2022, which contained an unqualified audit report and have been filed with the Registrar of Companies. They did not contain statements under S498 of the Companies Act 2006.

The same accounting policies, presentation and methods of computation have been followed in these unaudited interim financial statements as those which were applied in the preparation of the Groups annual financial statements for the year ended 29 March 2022.

The interim consolidated financial information incorporates the financial statements of TruSpine Technologies Plc and its subsidiaries.

The interim financial information for the six months ended 30 September 2022 was approved by the directors on 2 January 2023.

   3.               TAXATION 

Tax recognised in profit or loss

 
                                                      6 month         6 month             Year 
                                                 period ended    period ended            ended 
                                                 30 September    30 September    29 March 2022 
                                                         2022            2021 
                                                  (Unaudited)     (Unaudited)        (Audited) 
 
                                                          GBP             GBP              GBP 
 
 Current tax credit                                         -               -           87,613 
 Deferred tax                                               -               -                - 
                                              ---------------  --------------  --------------- 
 Net tax credit                                             -               -           87,613 
                                              ---------------  --------------  --------------- 
 
 Loss before tax                                    (545,399)       (482,605)        (940,806) 
                                                                               --------------- 
 
 Standard rate of UK corporation 
  tax                                                     19%             19%              19% 
 Loss on ordinary activities before 
  tax multiplied by standard rate 
  UK corporation tax                                (103,626)        (91,695)        (178,753) 
 Tax adjustment                                             -           (117)                - 
 Unrelieved tax losses carried forward                103,626          91,812          178,753 
 UK research and development tax 
  credit                                                    -               -          107,178 
                                              ---------------  --------------  --------------- 
 Tax credit                                                 -               -          107,178 
                                              ---------------  --------------  --------------- 
 

At 30 September 2022, the Group are carrying forward estimated tax losses of GBP1.8m 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.

   4.               LOSS PER ORDINARY SHARE 

Basic earnings per share is calculated by dividing the loss 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.

 
                                                 6 month         6 month             Year 
                                            period ended    period ended            Ended 
                                            30 September    30 September    29 March 2022 
                                                    2022            2021 
                                             (Unaudited)     (Unaudited)        (Audited) 
 
                                                     GBP             GBP              GBP 
 
 (Loss) attributable to equity 
  holders of the Company                       (545,399)       (482,605)        (853,193) 
 Weighted average number of 
  ordinary shares in issue                   112,795,793      94,546,805       98,491,414 
                                                                          --------------- 
 Loss per share basic and diluted 
  (pence)                                        (0.48)p         (0.51)p           (0.87) 
                                         ---------------  --------------  =============== 
 
   5.            SHARE CAPITAL 
 
                                                                    Group and Company 
                                                                                               ----- 
                                               Share premium           Share 
                             Number     Share                  based payment      Other 
Group                     of shares   capital                        reserve    reserve        Total 
                                          GBP            GBP             GBP        GBP          GBP 
----------------------  -----------  --------  -------------  --------------  ---------  ----------- 
Issued and fully paid 
As at 29 March 2021      93,983,967     9,398      3,062,103          17,007  (205,000)    2,883,508 
                        -----------  --------  -------------  --------------  ---------  ----------- 
Movement during the 
 period                   7,405,000       741        717,752          27,211          -      745,704 
                        -----------  --------  -------------  --------------  ---------  ----------- 
As at 30 September 
 2021                   101,388,967    10,139      3,779,855          44,218  (205,000)    3,629,212 
                        -----------  --------  -------------  --------------  ---------  ----------- 
Movement during the 
 period                     724,902        36          2,360               1          -        2,397 
                        -----------  --------  -------------  --------------  ---------  ----------- 
As at 29 March 2022     102,113,869    10,175      3,782,215          44,219  (205,000)    3,631,609 
                        -----------  --------  -------------  --------------  ---------  ----------- 
Movement during the 
 period                  16,198,000     1,620        801,961          13,604          -      817,185 
                        -----------  --------  -------------  --------------  ---------  ----------- 
As at 30 September 
 2022                   118,311,869    11,795      4,584,176          57,823  (205,000)    4,448,794 
                        -----------  --------  -------------  --------------  ---------  ----------- 
 
 

Share Capital - Amount subscribed for share capital at nominal value.

Share Premium - Amount subscribed for share capital in excess of nominal value.

   6.            EVENTS AFTER THE REPORTING DATE 

Post period end, the Company secured a GBP200,000 bridge debt facility and a letter of intent for a GBP2.4m staged equity funding over three tranches.

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