TIDMBSFA
RNS Number : 3072E
BSF Enterprise PLC
29 June 2023
29 June 2023
BSF Enterprise PLC
("BSF" or the "Company")
Interim Results
BSF (LSE: BSFA), (OTCQB: BSFAF), the Main Market listed biotech
company and owner of pioneering UK-based clinical and cellular
agriculture company 3D Bio-Tissues, is pleased to announce its
unaudited interim results for the six months ending 31 March
2023.
Highlights
-- Produced three small prototype fillets of meat in November 2022
-- Produced the UK's first full-sized fillet of cultivated meat in February 2023
-- Doubled lab space to 2,400 square feet, increasing production
capacity to 2,500 litres of City-Mix per annum, equivalent to
60,000 litres of end-product
-- Engaged with over 70 Cellular Agriculture companies with 26
progressing to business opportunities
-- Partnership with QKine, combining technologies to expedite
the creation of affordable cultivated meat
-- Partnership with New Harvest to accelerate routes to market
-- Signed distribution partners covering Germany, Austria,
Switzerland, Australia, New Zealand and Fiji
Post Period End Highlights
-- Produced two full-sized fillets and a strip of pork which were tested at a technical event
-- Produced cultivated skin to the thickness of leather
-- Raised GBP2.9 million in oversubscribed placing
-- Signed first PoC contract with company in the leather
industry and have engaged with many more
-- Cash balance of GBP2.7 million as at the date of this announcement
-- Produced two full fillets and a strip of pork which were tested at a technical event
-- Admitted to trading on the OTCQB exchange in the US under the symbol BSFAF
Che Connon, Managing Director of BSF Enterprise and CEO at 3D
Bio Tissues, commented:
" The period under review has been one of significant progress
on both technical and commercial fronts. Technical milestones have
included us producing the UK's first 100% cultivated steak, an
enormous step forward for our industry, as well as skin products
thick enough to be used to make leather goods. Commercial progress
has been demonstrated through numerous partnerships and
proof-of-concepts as well as the signing of our first contracts,
while expanding our sales channels both direct and indirect.
"Activity has continued apace since the end of the period and we
have no intention of slowing, given the many opportunities
available to us and the huge global potential for our innovative
technology. We have a strong balance sheet which will support our
well-defined growth strategy and we look forward to updating the
market on future successes. "
For further enquiries, please visit www.bsfenterprise.com or contact:
BSF Enterprise PLC Via SEC Newgate below
Che Connon - CEO & Executive
Director
Geoff Baker - Executive Director
Shard Capital (Broker)
Damon Heath
Isabella Pierre 0203 971 7000
SEC Newgate (Financial Communications)
Bob Huxford 020 3757 6882
Elisabeth Cowell BSF@secnewgate.co.uk
George Esmond
ISIN of the Ordinary Shares is GB00BHNBDQ51
SEDOL Code is BHNBDQ5.
Notes to Editors
BSF Enterprise PLC (BSF) is focused on unlocking the next
generation of biotechnological solutions - using cell-based tissue
engineering to help generate cultured meat, lab-grown leather, as
well as human corneas, collagen growth and skin substitutes, as
part of a radical transformation to deliver sustainable solutions
across a variety of sectors.
It owns 100% of 3D Bio-Tissues (3DBT), a tissue engineering
company with patent-protected IP that facilitates the manufacture
of accurate tissue replicas. Using this technology 3DBT has
successfully demonstrated production of the UK's first high quality
lab-grown meat, with full thickness skin and corneal tissue from
its laboratory in Newcastle.
BSF aims to deliver growth to shareholders through the continued
commercialisation of 3DBT's IP, which has multiple applications, as
well as acquiring complementary businesses. It aims to acquire a
suite of technologies that underpins the development of tissue
templating for corneas, meat and leather, and license out the IP to
manufacturers, wholesalers and distributors to help manufacture the
products at scale.
Registered number: 11554014
BSF Enterprise Plc
Unaudited Interim Consolidated Financial Statements
for the period ended 31 March 2023
Chairman's Statement
On behalf of the Board, I am pleased to present the unaudited
interim report and financial statements of BSF Enterprise Plc for
the six months ended 31 March 2023.
During the period, the Company successfully started to implement
its go-to market strategy in order to progress a number of
commercial opportunities and help bring its flagship City-Mix(TM)
products to market.
To this end 3DBT has now engaged with over 70 Cellular
Agriculture and Biotech companies, of which 26 have progressed to
new business opportunities.
As well as Cellular Agriculture companies, 3DBT has progressed
two other key target markets. These include Biotech Companies, such
as those working in gene therapy, stem cells and regenerative
medicine; and Life Sciences companies and academia, which research
the above disciplines. 2 product evaluations are currently underway
with a view to creating efficiencies in serum free media
formulations for stem cell applications.
In order to serve these opportunities, 3DBT more than doubled
its lab production capacity to 2,400 sq ft and this contributed
significantly to our research and development activities during the
period. We now have the capacity to produce 2,500 litres per year
of 3DBT's patented serum-free and animal-free City-mix(TM), enough
to supplement 60,000 litres of media per year. This unique product
enables the reduction of use of expensive growth factors whist
stimulating cells to produce more tissue, thereby increasing
yield.
This in turn eliminates the requirement of conventional
plant-based scaffolds, blends or fillers, to ensure structural
integrity of cultivated meat and leather products. 3DBT's products
are therefore 100% structured meat, produced without any animals
suffering in the process. The lab facility also enables 3DBT to
showcase its offering to potential customers such as manufacturers,
distributors and wholesalers that are looking to commercialise
lab-grown meat and leather for the mass market.
I am pleased to say that we have successfully produced two
full-scale fillets of cultivated pork using our tissue-templating
process aided by City-mix(TM), as well as a cultivated pork strip,
which were presented at a technical event in May 2023. In addition,
we have created animal skin at a thickness comparable to leather
and have signed a first contract to evaluate this for its potential
as a leather substitute.
In March 2023, we raised GBP2.9 million of new capital by way of
a placing and subscription for new shares. This capital is being
used to extend the development of 3DBT's research and development
activities and to support the Group's strategic objectives.
Our marketing activities continues to expand to support
anticipated revenues from serum-free cell culture media component
sales and cosmetics research. These include commercialisation of
City-Mix (TM) (cell culture media supplement) and peptides in skin
cream.
We aim to deliver growth to shareholders through the continued
commercialisation of 3DBT's IP, which has multiple applications, as
well as through planned M&A opportunities. BSF aims to acquire
a suite of technologies that underpins the development of tissue
templating for corneas, meat and leather, and license out the IP to
manufacturers, wholesalers and distributors to help manufacture the
products at scale.
I am delighted with the progress we have made in the first half
of our financial year which continues at pace. On behalf of the
Board, I would like to thank all of our staff for their hard work
and commitment to the Group and our shareholders for their
continued support during the period.
Min Yang,
Chairman
29 June 2023
Chief Executive's Report
I am pleased to present my report for the Company for the six
months ended 31 March 2023.
Financial summary
The net loss for the period ended 31 March 2023 was GBP656,206
(2022: GBP291,533 loss). The results for this period include those
of 3DBT. Therefore, the comparative information for the period
ended 31 March 2022, which relates to the Company only, is not
directly comparable. The increase in the loss compared with the
corresponding six-month period in 2022 is wholly the result of
including losses from our subsidiary, 3DBT, of GBP420,719 as it
continued its research and marketing activities.
The loss per share was reduced from 1.43 pence per share to 0.76
pence per share.
Cash flow
The Group's cash balances as at 31 March 2023 were GBP343,451
(compared with GBP1,061,529 at 30 September 2022) and approximately
GBP2.7 million as of the date of this report. The reduction in cash
balances reflect the losses for the period. The Company raised
GBP2.9 million by way of an oversubscribed placing of new ordinary
shares and the subscription of new ordinary shares in the capital
of the Company on 29 March 2023. However, GBP2.8 million of the
proceeds from this capital raising were not received until after
the period end.
Dividends
During the period ended 31 March 2023, there were no dividends
paid or proposed.
Successful Prototypes and UK's First Fillet of Cultivated
Meat
In November 2022, 3DBT reached a major industry milestone in
successfully producing three small prototype fillets of cultivated
meat, cultured in its patented, serum-free and animal-free cell
booster, City-mix(TM) . Although not eaten, the prototypes were
cooked and they surpassed 3DBT's expectations in all respects
regarding their quality and likeness to conventional meat, both in
their raw and cooked forms.
3DBT then reached a further industry milestone in February 2023
by producing the UK's first full-scale fillet of cultivated meat.
The fillet of pork was produced in 3DBT's laboratory in Newcastle
and again cultured in City-mix(TM) , such that there was no need
for a plant-based scaffold. This resulted in a product that was
100% meat and 3DBT's management believed it to be the world's first
100% cultivated pork steak.
As with the prior prototypes, the cultivated pork fillet was in
all respects very similar to conventional meat, both in its raw
form and on cooking, with aromas similar to those of conventional
pork. In addition, those eating the pork agreed that both the
texture and taste in the mouth were indistinguishable from
conventional pork steak.
Technical Event
Post period end, 3DBT made further progress by producing two
full fillets and a strip of cultivate pork which were tested at a
technical event on 25 May 2023. Study participants were limited to
those persons who had a direct working relationship or involvement
with the Company. The meat was cooked and presented formally by a
trained, independent chef, utilising an array of cooking methods.
The chef's involvement was key to demonstrating that cultivated
meat could be handled and cooked in the same way as traditional
meat. The Study participants that tasted the cultivated meat
provided very positive feedback in terms of its taste and
texture.
EUR100,000 Grant
In October 2022 3DBT was awarded a EUR100,000 grant to build
upon the current capabilities of its proprietary serum-free media,
City-mix(TM). The grant was awarded by leading food innovation
organisations, EIT Food, co-founded by the European Union, in
partnership with the Good Food Institute. EIT Food's aim is to
drive the production of cultivated meat, reduce the cost of
cultivated meat production, and accelerate its commercialisation.
The grant was a strong endorsement of 3DBT's team and its work from
a range of prestigious groups within its sector.
Partnership with QKine
In November 2022, 3DBT entered into a partnership with growth
factor company Qkine. The collaboration involves 3DBT combining
City-mix(TM) with Qkine's growth enabling protein engineering
technology to accelerate the creation of affordable cultivated
meat. Together 3DBT and Qkine are working to optimise the
effectiveness of animal-free cultures to reduce the dependence on
other protein compounds, increase yields, and lower overall costs.
This is expected to pave the way for advances in cellular
agriculture in the UK and world-wide.
Partnership with New Harvest
In December 2022 3DBT announced a partnership with New Harvest
Netherlands ("New Harvest"), a non-profit organisation dedicated to
advancing cellular agriculture. New Harvest is providing 3DBT with
a clear and comprehensive roadmap of the safety and regulatory
requirements of animal-free media, its ingredients and derivatives
in the European Union and the UK, and will include other
jurisdictions as time allows. The 12-month project is focused on
advancing 3DBT's route-to-market strategy and accelerating the
commercialisation of its products worldwide.
City-Mix Commerical Progress
During the period, the Company successfully started to implement
its go-to market strategy in order to progress a number of
commercial opportunities and help bring its flagship City-Mix(TM)
products to market.
To this end 3DBT has now engaged with over 70 Cellular
Agriculture and Biotech companies, of which 26 have progressed to
new business opportunities. From these 26 business opportunities,
18 product evaluations are underway with a view to incorporating
City-Mix (TM) into cultured media formulations. A further three
companies have completed successful evaluations and began
purchasing the product in April/May 2023 with an additional
Cultured Meat company including City Mix(TM) in their production
media formulation but yet to purchase.
As well as Cellular Agriculture companies, 3DBT has progressed
two other key target markets. These include Biotech Companies, such
as those working in gene therapy, stem cells and regenerative
medicine; and Life Sciences companies and academia, which research
the above disciplines. 2 product evaluations are currently underway
with a view to creating efficiencies in serum free media
formulations for stem cell applications.
Since the period end 3DBT has also entered into direct sales
agreements with two lab-grown meat companies and one biotech
company, acting as importance references for the Company. These are
initial sales and revenues are relatively small at this early stage
but are expected to grow over time.
In order to be ready to serve these opportunities the Company
has now more than doubled its lab production space to 2,400 sq ft
and validated its City-Mix(TM) production and quality control
processes. Current production capacity is 2,500 litres per year ,
equivalent to 60,0000 litres of end product in the diluted form in
which it is used, and 3DBT will continue to scale production
appropriately.
Sales Channels
3DBT also plans to roll-out a web-based sales channel for
City-Mix(TM) in the coming months to facilitate an e-commerce route
to market. This is an additional approach to penetrating both
Cultivated Meat and Biopharma markets and will include links to
suppliers, FAQs, companion documentation and datasheets. BSF also
intends to open an office in Hong Kong to service the huge emerging
opportunity in China.
In addition, 3DBT has made positive progress in building its
indirect sales network, which extends the reach for the Biotech and
Life Sciences markets, with the Company securing its first
distribution partner, Abacus dx., part of Diploma PLC, covering
Australia, New Zealand and Fiji. 3DBT also has signed BIOZOL
Diagnostica Vertrieb GmbH as a European distribution partner in the
German speaking regions of Europe namely, Germany, Austria and
Switzerland, which will further expand its geographic reach.
Lab-grown Leather Update and Contract Win
Post year 3DBT announced it had bio-engineered samples of animal
skin tissue, measuring up to 10 by 10 cm in size and between 0.5 mm
to 1 mm in thickness. The production of tissues with such thickness
represents an important milestone in the industry. Various
properties of the samples will be analysed to evaluate their
potential as a substitute starting material for traditional leather
products. The global leather goods market was valued at GBP$253
billion in 2023 and is expected to grow to $405 billion by 2030, a
CAGR of 6.6%.
In order to meet this opportunity BSF has engaged with a number
of companies within the leather industry in the UK and abroad
regarding potential Proof of Concept (PoC) engagements to establish
the suitability of the skin product as a sustainable, ethical
alternative to traditional leather goods. This has led to 3DBT
signing its first contract with a leather company for them to test
and develop lab-grown animal skin for leather production. Once
suitability is established, BSF will seek to develop plans to
scale-up production of 3DBT animal skin products.
Innovation Award Win
3DBT was voted 'University Spinout of the Year' at the North
East Innovation Awards ceremony, a competition organised by the
Innovation SuperNetwork on 10 May 2023. The award recognises
companies spun out of universities that are making an impact in
terms of innovation, ground-breaking research or furthering a
specific sector or technology. 3DBT was recognised for its
lab-grown animal tissue products, which were described as an
inspired, transformative innovation with world-leading levels of
functionality.
Admittance to trading on OTCQB
BSF's Ordinary Shares were admitted to trading on the OTCQB
Venture Market in the United States on 24 May 2023 under the symbol
BSFAF, providing access to one of the world's largest investment
markets, and thereby creating the potential for greater liquidity
in BSF's shares.
To maximise the benefits the Company is undertaking a US
investor roadshow between June 26-30, 2023 and has appointed a US
agency to manage its Investor Relations in the region. In addition
to the roadshow, BSF will attend the Future Food Tech Summit in New
York City on 27 and 28 June as part of its strategy to raise its
profile amongst prospective partners and investors, over 800 of
which will be at the event.
Oversubscribed GBP2.9m fundraise
In order to support 3DBT's rapid growth, BSF raised GBP2.9m in
an oversubscribed placing at the end of the period under review.
The net proceeds of the Placing are being used to provide working
capital to support the organic growth of the Company.
Specific uses of the funds include: the continued development of
cultivated meat fillets; expansion of 3DBT's City-Mix(TM)
production capacity to support new business; entry into new global
target markets, including, among others, gene therapy, stem cells
and regenerative medicine companies; further development of 3DBT's
lab-grown leather products; and the advancement of 3DBT's cornea
proposition, finalising the process for full thickness cornea
production.
Further acquisition opportunities
The Board continues to evaluate potential acquisition
opportunities in line with its strategy to acquire a
suite of technologies that underpins the development of tissue
templating for corneas, meat and leather. To date, several
opportunities have been identified and internal assessment is
progressing.
Outlook
The period under review has been one of significant progress on
both technical and commercial fronts. Technical milestones have
included us producing the UK's first 100% cultivated steak, an
enormous step forward for our industry, as well as skin products
thick enough to be used to make leather goods. Commercial progress
has been demonstrated through the numerous partnerships and
proof-of-concepts as well as the signing of our first contracts,
while expanding our sales channels both direct and indirect.
Activity has continued apace since the end of the period and we
have no intention of slowing, given the many opportunities
available to us and the huge global potential for our innovative
technology. We have a strong balance sheet which will support our
well-defined growth strategy and we look forward to updating the
market on future successes.
Che Connon
Chief Executive Officer
29 June 2023
Statement of directors' responsibilities in respect of the
interim results
The Directors; being Min Yang (Non-Executive Chairman), Dr Che
Connon (Managing Director), Geoffrey Baker (Executive Director) and
Dennis Ow (Non-Executive Director) confirm that the set of Interim
Financial Statements has been prepared in accordance with
International Accounting Standard 34 "interim financial reporting",
as it applies in the European Union and that interim report
includes a fair review of the information required by DTR 4.2.7R
and DTR 4.2.8R, namely:
-- an indication of important events that have occurred during
the first six months of the financial year;
-- and material related party transactions in the first six
months and any material changes in the related party transactions
described in the last annual report.
By order of the Board
Min Yang
Chairman
29 June 2023
Consolidated Statement of Comprehensive Income
for the period ended 31 March 2023
6-month period 6-month period
to 31 March to 31 March
2023 2022
(Unaudited) (Unaudited)
Note GBP GBP
Continuing operations
Grant income 3 84,926 -
Administrative expenses 4 (728,435) (291,533)
Operating loss for the period (643,509) (291,533)
Finance expense - right-of-use (5,550) -
lease liabilities
Loss before taxation (649,059) (291,553)
Taxation 5 (7,147) -
Loss for the period (656,206) (291,553)
Loss and total comprehensive
loss for the financial period (656,206) (291,533)
Earnings per share
Basic and diluted (pence
per share) 6 (0.76) (1.43)
There are no items of other comprehensive income.
The notes to the interim financial statements form an integral
part of these interim financial statements.
Consolidated Statement of Financial Position
as at 31 March 2023
As at
31 March As at
30 September
2023 2022
(Unaudited) (Audited)
Note GBP GBP
Assets
Non-current assets
Property, plant and equipment 7 121,675 73,488
Right-of-use assets 8 185,680 223,560
Intangible assets 2,485,290 2,485,290
------------------ --- ------------------
Total non-current assets 2,792,645 2,782,338
------------------ --- ------------------
Current assets
Cash and cash equivalents 9 348,451 1,061,529
Receivables and prepayments 10 3,012,603 132,762
Corporation tax receivable 5 33,950 33,950
Inventory 11 40,299 21,855
------------------ --- ------------------
Total current assets 3,435,303 1,250,096
------------------ --- ------------------
Total assets 6,227,948 4,032,434
================== === ==================
Equity and liabilities
Capital and reserves
Share capital - issued and fully
paid 14 785,326 781,884
Share capital - issued but unpaid 14 244,396 77,985
Share premium - fully paid 14 3,571,946 3,711,576
Share premium - unpaid 14 2,662,583 -
Warrant reserve 14 34,785 12,537
Retained deficit (1,657,226) (1,001,020)
Total equity 5,641,810 3,582,962
================== === ==================
Liabilities
Current liabilities
Trade and other payables 12 304,738 142,821
Taxes and social security 65,405 60,809
Lease liabilities 13 76,888 74,946
------------------ --- ------------------
447,031 278,576
------------------ --- ------------------
Non-current liabilities
Lease liabilities 13 117,997 156,933
Deferred tax 5 21,110 13,963
------------------ --- ------------------
139,107 170,896
------------------ --- ------------------
Total liabilities 586,138 449,472
------------------ --- ------------------
Total equity and liabilities 6,227,948 4,032,434
================== === ==================
The notes to the interim financial statements form an integral
part of these interim financial statements .
Consolidated Statement of Changes in Equity
for the period ended 31 March 2023
Share Share
capital capital Share Share
issued and issued and premium premium Warrant Retained
paid up unpaid fully paid unpaid reserve deficit Total
GBP GBP GBP GBP GBP GBP GBP
As at 30
September
2021 203,400 - 407,984 - - (246,568) 364,816
------------- ------------- ------------- ------------- -------------- ------------- ----------
Comprehensive
income for the
period
Loss for the
period - - - - - (291,533) (291,533)
------------- ------------- ------------- ------------- -------------- ------------- ----------
Total
comprehensive
loss for the
period - - - - - (291,533) (291,533)
------------- ------------- ------------- ------------- -------------- ------------- ----------
As at 31 March
2022 203,400 - 407,984 - - (538,101) 73,283
------------- ------------- ------------- ------------- -------------- ------------- ----------
As at 30
September
2022 781,884 77,985 3,711,576 - 12,537 (1,001,020) 3,582,962
Comprehensive
income for the
period
Loss for the
period - - - - - (656,206) (656,206)
------------- ------------- ------------- ------------- -------------- ------------- ----------
Total
comprehensive
loss for the
period - - - - - (656,206) (656,206)
Issue of
shares 3,442 166,411 54,058 2,662,583 - - 2,886,494
Issue of
warrants - - (22,248) - 22,248 - -
Share issue
costs - - (171,440) - - - (171,440)
Transactions
with
shareholders 3,442 166,411 (139,630) 2,662,583 22,248 - 2,715,054
As at 31 March
2023 785,326 244,396 3,571,946 2,662,583 34,785 (1,657,226) 5,641,810
------------- ------------- ------------- ------------- -------------- ------------- ----------
Consolidated Statement of Cash Flows
for the period ended 31 March 2023
6-month 6-month
period period
to 31 March to 31 March
2023 2022
(Unaudited) (Unaudited)
Note GBP GBP
Cash flow from operating activities
Loss after tax (656,205) (291,533)
Tax expense 7,147 -
Depreciation 52,752 -
Changes in working capital:
Increase in trade and other payables 166,512 131,850
Decrease / (increase) in receivables (50,846) 24,483
Increase in inventory (18,444) -
-------------- --- --------------
Net cash used in operating activities (499,084) (135,200)
-------------- --- --------------
Cash flow from investing activities
Acquisition of plant and equipment 7 (63,060) -
Net cash from investing activities (63,060) -
-------------- --- --------------
Cash flow from financing activities
Issue of shares 14 57,500 -
Costs of share issues 14 (171,440) -
Repayment of lease liabilities 13 (36,994) -
Net cash used in financing activities (150,934) -
-------------- --------------
Net cash flow for the period (713,078) (135,200)
Cash and cash equivalents at beginning
of the period 9 1,061,529 359,868
-------------- --- --------------
Cash and cash equivalents at end
of the period 9 348,451 224,668
-------------- --- --------------
1. Accounting policies
Basis of preparation of Interim Financial Statements
The Interim Consolidated Financial Statements have been prepared
in accordance with IAS 34 "Half Year Financial Reporting" as it
applies in the United Kingdom and the Disclosure and Transparency
Rules of the Financial Conduct Authority. These Interim Financial
Statements do not comprise statutory accounts within the meaning of
section 434 of the Companies Act 2006, do not include all the notes
of the type normally included in an annual financial report and
have not been audited or reviewed by the auditors pursuant to the
Financial Reporting Council guidance on Review of Interim Financial
Information. Accordingly, this report should be read in conjunction
with the annual report for the year ended 30 September 2022 (the
"Annual Report and Consolidated Financial Statements"), which has
been prepared in accordance with UK-adopted International
Accounting Standards in conformity with the requirements of the
Companies Act 2006. The Annual Consolidated Financial Statements
constitute statutory accounts as defined in section 434 of the
Companies Act 2006 and a copy of these statutory accounts has been
delivered to the Registrar of Companies. The auditor's report on
those statutory accounts was unqualified, drew attention to a
material uncertainty in relation to going concern by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of
the Companies Act 2006.
The accounting policies adopted in the preparation of the
Interim Consolidated Financial Statements are consistent with those
used to prepare the Consolidated Financial Statements for the year
ended 30 September 2022 and those applicable for the year ended 30
September 2023. The preparation of the Interim Consolidated
Financial Statements requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates. In
preparing these Interim Consolidated Financial Statements, the
significant judgements made by management in applying the
accounting policies and the key sources of estimation uncertainty
were the same as those that applied to the Annual Consolidated
Financial Statements described above. The Interim Consolidated
Financial Statements have been prepared on a going concern basis,
under the historical cost convention.
2. Going concern
The Group had cash of GBP348,451 as at 31 March 2023. In
addition, the Company had issued shares immediately prior to 31
March 2023, proceeds from which totalling GBP2,828,994 were
received subsequent to the period end. At the date of this report,
the Group had approximately GBP2.7 million of cash. On this basis,
the Board considers the Group to have sufficient resources to
remain in operational existence for the foreseeable future.
3. Grant income
6-month period 6-month period
ended 31 March ended 31 March
2023 (Unaudited) 2022 (Unaudited)
GBP GBP
Grant income 84,926 -
84,926 -
======================= =======================
4. Administrative expenses
6-month period 6-month period
ended 31 March ended 31 March
2023 (Unaudited) 2022 (Unaudited)
GBP GBP
Legal and professional fees 136,676 176,084
Consulting fees 126,150 - -
Accounting and tax fees 7,369 92,150
Directors' remuneration (see below 95,192 15,000
Staff costs 149,381 - -
Service charges - BSF International Limited
(Note 15) 30,000 -
Purchase of consumables 35,955 -
Marketing 5,310 - -
Bank charges 448 57
Depreciation 52,752 -
Property costs 20,128
Travel and accommodation 27,911 8,242
Other 41,163 -
728,435 291,533
======================= =======================
Directors' remuneration
6-month period 6-month period
ended 31 March ended 31 March
2023 (Unaudited) 2022 (Unaudited)
Executive Directors GBP GBP
Dr Che Connon 50,192 -
Non-executive Directors -
Geoff Baker 15,000 15,000
Min Yang 15,000 -
Dennis Ow 15,000 -
95,192 15,000
======================= =======================
5. Taxation
The charge for the period is made up as follows:
6-month period 6-month period
ended 31 March ended 31 March
2023 (Unaudited) 2022 (Unaudited)
GBP GBP
Current tax
Research and development tax credit - -
Deferred tax
Deferred tax expense 7,147 -
Tax charge for the period 7,147 -
======================= =========================
The movements in tax receivable balances are summarised as
follows:
6-month period Year ended
ended 31 March 30 September
2023 (Unaudited) 2022 Audited
GBP GBP
Balance brought forward 33,950 -
Acquired on acquisition of 3DBT - 33,950
Balance carried forward 33,950 33,950
======================= ====================
The balance receivable represents a claim for research and
development tax claims due to 3DBT.
Deferred tax:
The movements in deferred tax liabilities are summarised as
follows:
6-month period Year ended
ended 31 March 30 September
2023 (Unaudited) 2022 Audited
GBP GBP
Balance brought forward (13,963) -
Acquired on acquisition of 3DBT - (13,356)
Deferred tax expense (7,147) (607)
Balance carried forward (21,110) (13,963)
======================= ===================
6. Earnings per share
The calculation of earnings per share is based on the following
loss and number of shares:
6-month period 6-month period
ended 31 March ended 31 March
2023 (Unaudited) 2022 (Unaudited)
Loss for the period from continuing GBP(656,206) GBP(291,533)
operations
Weighted average shares in issue 86,280,375 20,340,002
Earnings per share (in pence) (0.76p) (1.43p)
The Company presents basic and diluted loss per share
information for its ordinary shares. Basic loss per share is
calculated by dividing the loss attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the reporting period. Diluted
earnings per share are determined by adjusting the profit or loss
attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding for the effects of all
dilutive potential ordinary shares.
There is no difference between the basic and diluted earnings
per share, as the Company's outstanding warrants are
anti-dilutive.
7. Property, plant and equipment
Plant and equipment 6-month period Year ended
ended 31 March 30 September
2023 (Unaudited) 2022 Audited
GBP GBP
Cost:
Balance brought forward 80,914 -
Additions 63,060 10,620
Acquired on acquisition of 3DBT - 70,294
Balance carried forward 143,974 80,914
======================= ===================
-
Depreciation:
Balance brought forward 7,426 -
Charge for the period 14,873 7,426
Balance carried forward 22,299 7,426
======================= ===================
-
Net book value:
As at period / year end 121,675 73,488
======================= ===================
8. Right-of-use assets
Land and buildings 6-month period Year ended
ended 31 March 30 September
2023 (Unaudited) 2022 Audited
GBP GBP
Cost:
Balance brought forward 237,656 -
Additions - 133,886
Acquired on acquisition of 3DBT - 103,770
Balance carried forward 237,656 237,656
======================= ===================
-
Depreciation:
Balance brought forward 14,096 -
Charge for the period 37,880 14,096
Balance carried forward 51,976 14,096
======================= ===================
Net book value:
As at period / year end 185,680 223,560
======================= ===================
9. Cash and cash equivalents
As at 31 March As at 30
2023 (Unaudited) September
2022 (Audited)
GBP GBP
Cash at bank 348,451 1,061,529
======================= =====================
All bank balances are denominated in pounds sterling. The
Directors consider that the carrying value of cash and cash
equivalents represents their fair value.
10. Receivables and prepayments
As at 30
As at 31 March September
2023 (Unaudited) 2022 (Audited)
GBP GBP
Prepayments 11,069 11,759
Amounts receivable on issue of restricted
shares 77,985 77,985
Amounts receivable on issue of shares 2,828,994 -
(Note 14)
Vat recoverable 94,555 43,018
3,012,603 132,762
======================= ======================
The amounts receivable on the shares issued during the period
have been received in full subsequent to 31 March 2023.
11. Inventories
As at 30
As at 31 March September
2023 (Unaudited) 2022 (Audited)
GBP GBP
Raw materials and laboratory consumables 40,299 21,855
40,299 21,855
======================= =====================
12. Trade and other payables
As at 30
As at 31 March September
2023 (Unaudited) 2022 (Audited)
GBP GBP
Trade payables 46,065 58,498
Accruals 258,673 84,323
304,738 142,821
======================= =====================
13. Lease liabilities
Land and buildings 6-month period Year ended
ended 31 March 30 September
2023 (Unaudited) 2022 Audited
GBP GBP
Cost:
Balance brought forward 231,879 -
Additions - 133,886
Acquired on acquisition of 3DBT - 112,026
Lease payments (36,994) (14,033)
Balance carried forward 194,885 231,879
======================= ===================
The finance expense recognised in respect of these leases
amounted to GBP5,550 in the period ended 31 March 2023 (period
ended 31 March 2022: GBPnil).
The maturity of lease liabilities is as follows:
Land and buildings As at 31 March As at 30 September
2023 (Unaudited) 2022 (Audited)
GBP GBP
Non-current liabilities 117,997 156,933
Current liabilities 76,888 74,946
Right-of-use lease liabilities 194,855 231,879
======================= ========================
14. Share capital and share premium
Number Share Share
of shares capital premium
Issued Ordinary shares of GBP0.01 GBP GBP
each
At 30 September 2022 85,986,937 859,869 3,711,576
Exercise of warrants 50,000 500 7,000
Placing of Ordinary shares 16,317,648 163,176 2,610,824
Subscription for Ordinary shares 617,613 6,176 98,818
Costs of share issue - (171,440)
Issue of warrants - - (22,248)
------------ ---------- ----------
As at 31 March 2023 102,972,198 1,029,721 6,234,530
============ ========== ==========
Issue and fully paid 95,173,707 785,325 3,571,947
Issued and unpaid 7,798,491 244,396 2,662,583
------------ ---------- ----------
As at 31 March 2023 102,972,198 1,029,721 6,234,529
============ ========== ==========
Shares issued during the period ended 31 March 2023 were as
follows:
Exercise of warrants
On 9 February 2023, the Company issued 50,000 ordinary shares
following the exercise of warrants at a price of GBP0.15 per
share.
Placing and subscription
On 29 March 2023, the Company raised GBP2,924,000 by way of an
oversubscribed placing (the "Placing") of 16,317,648 new ordinary
shares in the capital of the Company ("Placing Shares") at a price
of 17p per share (the "Placing Price") and additionally, the
subscription of 882,352 new ordinary shares ("Subscription Shares")
by investors procured directly by the Company ("Subscribers") also
at the Placing Price (the "Subscription").
The Company has entered into deeds of variation with each of the
subscribers in respect of the Subscription Shares pursuant to which
264,739 of the Subscription Shares ("Second Tranche Shares") will
be allotted and issued conditional on (i) the Company convening a
general meeting and obtaining approval from shareholders to
disapply statutory pre-emption rights ("Resolutions") and (ii) the
publication of a prospectus, as soon as reasonably practicable
following Admission. The Second Tranche Shares and the Fundraising
Warrants shall be allotted and issued conditional on the passing of
the Resolutions and the publication of a prospectus.
Placees were granted one warrant for every two Placing Shares
subscribed for as part of the Placing, exercisable at 34 pence per
Ordinary Share ("Exercise Price"), representing 8,158,824 warrants,
all exercisable at the Exercise Price and expiring on the third
anniversary of Admission.
In addition, the Subscribers have also been granted a warrant
for every two Subscription Shares purchased. Representing 441,176
warrants, exercisable at the Exercise Price and which also expire
on the third anniversary of Admission (the Subscription and the
Placing together referred to as the "Fundraising" and the Placing
Warrants and the Subscription Warrants together referred to as the
"Fundraising Warrants"). The Fundraising Warrants are granted
conditional on (i) any requirement for the Company to publish or
procure the publication of a prospectus as soon as reasonably
practicable following Admission, and (ii) the Company obtaining
approval from shareholders to disapply statutory pre-emption
rights.
In total, 8,600,000 warrants were granted pursuant to the
Placing, all exercisable at the Exercise Price and expiring on the
third anniversary of Admission.
In addition, Shard Capital has also been granted broker warrants
equal to 2 per cent of the total number of Placing Shares
subscribed for pursuant to the Placing, representing 326,352
warrants.
A total of 16,985,261 Ordinary shares of GBP0.01 each (being the
aggregate of the Placing Shares, the Subscription Shares less the
Second Tranche Shares and 50,000 ordinary shares issued on 9
February 2023 following the exercise of warrants) were admitted to
the standard segment of the Official List and to trading on the
Main Market of the London Stock Exchange ("Admission") on 14 April
2023. Following Admission, the total number of ordinary shares in
the Company in issue is 102,972,198.
A total of GBP171,440 of costs were incurred in relation to the
issue of Ordinary Shares and this amount has been deducted from the
share premium account.
Issue of warrants
As noted above, the Company issued an aggregate of 8,926,352
warrants during the period. A total of 50,000 warrants (issued in
2022) were exercised during the period. Accordingly, a total of
21,196,569 warrants remained outstanding at 31 March 2023,
summarised as follows:
Number
of warrants
At 30 September 2022 12,320,217
Exercise of warrants (50,000)
Issue of Fundraising Warrants 8,600,000
Issue of Broker Warrants 326,352
-------------
As at 31 March 2023 21,196,569
=============
Using the Black-Scholes pricing model, the valuation of the
Broker Warrants has been calculated at 6.82p each, giving rise to
an aggregate value of the Warrants of GBP22,248. The issue of the
Broker Warrants resulted in an increase to the warrant reserve of
GBP22,248 and a decrease to share premium of GBP22,248.
The inputs in the model were as follows:
- Share price: 17.0 pence
- Exercise price: 24.0 pence
- Expected life of warrant: 3 years
- Risk-free rate: 3.47%
- Volatility: 85.0%
15. Related party transactions
a) Geoff Baker and Min Yang are directors of both BSF Enterprise
plc and BSF International Limited. Both Geoff Baker and Min Yang
who are directors of 3DBT and are directors of BSF Angel Funding
Limited which is a shareholder in the Company.
b) Key management are considered to be the directors and their
remuneration is disclosed in Note 4 above.
c) BSF International Limited, a shareholder in BSF Angel Funding
Limited, provided accounting support and other administration
services to the Group during the period ended 31 March 2023
totalling GBP30,000 (2022: Nil).
16. Subsequent events
The Company's Ordinary Shares were admitted to trading on the
OTCQB Venture Market in the United States on 24 May 2023. The
shares trade under the symbol BSFAF. Trading on the OTCQB market
provides BSF with access to one of the world's largest investment
markets, expanding the Company's reach to a broader pool of
investors while creating the potential for greater liquidity in its
shares.
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END
IR SEAEEAEDSEIM
(END) Dow Jones Newswires
June 29, 2023 02:00 ET (06:00 GMT)
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