Notes to the Interim Financial Statements

for the six month period to 30 June 2021

 

1.     GENERAL INFORMATION

 

Tiziana Life Sciences PLC is a public limited company incorporated in the United Kingdom under the Companies Act and quoted on the main market of the London Stock Exchange (LSE: TILS). and on the NASDAQ Capital Market (NDAQ: TLSA).  The principal activities of the Company and its subsidiaries (the Group) are that of a clinical stage biotechnology company focussed on targeted drugs to treat diseases in oncology and immunology.

 

These financial statements are presented in thousands of pounds sterling (£'000) which is the functional currency of the primary economic environment in which the Company operates.

 

2.     ACCOUNTING POLICIES

 

The principal accounting policies applied in the preparation of these consolidated interim financial statements are set out below. These policies have been applied consistently to all the years presented unless otherwise stated.

 

Basis of preparation

 

These interim consolidated financial statements of the Group and Company have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. These accounts have been prepared under the historical cost convention.

 

As permitted by section 408 of the Companies Act 2006, a separate profit and loss account for the Company has not been presented in these financial statements.

 

 

Going Concern

 

The Group incurred losses during the year and has net assets at the year end.

 

The Group is in the early stages of developing its business focusing on the discovery and development of novel molecules that treat human disease in oncology and immunology. The directors expect the company to incur further losses and to require significant capital expenditure in continuing to develop clinical stage development therapeutic candidates in both oncology and immunology. The company has successfully funded clinical trials to date and is in the process of securing additional investment for purposes of continuing to fund their clinical trials moving forward.

 

The directors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investment to fund that operation.  On the basis of those projections, the directors conclude that the company will be able to meet its liabilities as they fall due for the foreseeable future, and therefore that it is appropriate to prepare the financial statements under the going concern basis of preparation.

 

However, until and unless the Group secures sufficient investment to fund their clinical trials, there is a material uncertainty about the Group's ability to continue as a going concern, and therefore about the applicability of the going concern basis of preparation.  The financial statements do not include the adjustments that would be required if the going concern basis of preparation was considered inappropriate.

 

 

New and Revised Standards

 

Standards in effect in 2021

 

IFRS in issue but not applied in the current financial statements

 

The directors do not expect that the adoption of new IFRS Standards, Interpretations and Amendments that have been issued but are not yet effective will have a material impact on the financial statements of the Group in future periods.

 

Several IFRS and IFRIC interpretations are also currently in issue which are not relevant for the Group's activities and which have not therefore been adopted in preparing these financial statements.

 

Basis of consolidation

 

Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating policies of the subsidiary and therefore exercises control. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains control and are de-consolidated from the date at which control ceases.

 

 

 

Business combination

 

The consolidated position of the Group is as a result of the reverse acquisition of Alexander David Investments plc by Tiziana Pharma Ltd and the subsequent listing of the Company as Tiziana Life Sciences Plc on 24 April 2014.  Tiziana Pharma Limited was incorporated on 4 November 2013 and prepared its first set of financial statements to 31 December 2014. Therefore, the parent and subsidiary had the same reporting date but Tiziana Pharma Limited had a long period of account. No adjustment was made in the consolidated financial statements for the difference in length of reporting period because the only transaction in Tiziana Pharma Limited at 31 December 2013 was the issue of ordinary share capital of £1.

 

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated upon consolidation. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

Segment reporting

 

Operating segments are reported in a manner consistent with the internal reporting provided to the Board.  The Board allocates resources to and assess the performance of the segments. The Board considers there to be only one operating segment being the research and development of biotechnological and pharmaceutical products.

 

Taxation

 

The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Taxable profit for the year is based on the profit as shown in the income statement, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes. The current tax liability for the year is calculated using tax rates which have either been enacted or substantively enacted at the balance sheet date.

 

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realized, or the deferred liability is settled. Deferred tax assets are recognized to the extent that it is probable that the future taxable profit will be available against which the temporary differences can be utilized.

 

 

Foreign currency translation

 

Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year end of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

 

On consolidation, the assets and liabilities of foreign subsidiaries are translated into Pound Sterling at the rate of exchange prevailing at the reporting date and their statements of comprehensive income are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign subsidiary, the component of other comprehensive income relating to that particular foreign subsidiary is recognised in profit or loss.

 

License fees

 

Payments related to the acquisition of rights to a product or technology are capitalised as intangible assets if it is probable that future economic benefits from the asset will flow to the entity and the cost of the asset can be reliably measured.

 

Payments made which provide the right to perform research are carefully evaluated to determine whether such payments are to fund research or acquire an asset. Licence fees expenses are recognised as incurred.

 

Research and development

 

All on-going research and development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory environment inherent in the development of the Group's products, the criteria for development costs to be recognised as an asset, as set out in IAS 38 'Intangible Assets', are not met until a product has been granted regulatory approval and it is probable that future economic benefit will flow to the Group. The Group currently has no qualifying expenditure.

 

Financial instruments

 

The Group classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an

equity instrument in accordance with the substance of the contractual arrangement and the definitions of a

financial liability, a financial asset and an equity instrument.

 

The Group evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or

an equity component. Such components shall be classified separately as financial assets, financial liabilities or

equity instruments.

 

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or

equity instrument of another entity.

 

(a)   Financial assets, initial recognition and measurement and subsequent measurement

 

All financial assets not recorded at fair value through profit or loss, such as receivables and deposits, are

recognized initially at fair value plus transaction costs. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the income statement.

The measurement of financial assets depends on their classification. Financial assets such as receivables and deposits are subsequently measured at amortized cost using the effective interest method, less loss allowance.

 

The Group does not hold any financial assets at fair value through profit or loss or fair value through other

comprehensive income.

 

(b)   Financial liabilities, initial recognition and measurement and subsequent measurement

 

Financial liabilities are classified as measured at amortized cost or FVTPL.

A financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair

value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method.

Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on

derecognition is also recognized in profit or loss.

 

The Group's financial liabilities include trade and other payables.

 

Warrants

 

Warrants are issued by the Group in return for services and as part of a financing transaction. Warrants issued in return for services. Warrants issued in return for services fall within scope of IFRS 2. The financial liability component is measured at fair value and charged to the Consolidated Statement of Income. There is no remeasurement of fair value. Warrants issued as part of a financing transaction. Warrants issued as part of a financing transaction fall outside the scope of IFRS 2. These are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity. The fair value is recognised within equity and is not remeasured.

 

Investments

 

Investments are held as non-current assets and comprise investments in subsidiary undertakings and are stated at cost less provision for any impairment.

 

Share capital

 

Ordinary shares of the Company are classified as equity.

 

Property, plant and equipment

(i)            Recognition and measurement

 

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss.

(ii)           Depreciation

Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.

The estimated useful lives for the current period and the comparative period are as follows.

 

Fixtures and fittings             5 years

IT and equipment                                3 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses line of the income statement.

Impairment

Impairment of financial assets measured at amortised cost

At each reporting date the Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost.

 

In establishing the appropriate amount of loss allowance to be recognised, the Group applies either the general approach or the simplified approach, depending on the nature of the underlying group of financial assets.

 

General approach

The general approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restricted cash and cash and cash equivalents.

 

Under the general approach the Group recognises a loss allowance for a financial asset at an amount equal to the 12-month expected credit losses, unless the credit risk on the financial asset has increased significantly since initial recognition, in which case a loss allowance is recognised at an amount equal to the lifetime expected credit losses.

 

Simplified approach

The simplified approach is applied to the impairment assessment of trade receivables.

 

Under the simplified approach the Group always recognises a loss allowance for a financial asset at an amount equal to the lifetime expected credit losses.

Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Non-financial assets are impaired when its carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts discounted back to present value.

 

Leases

 

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

 

• Leases of low value assets; and

• Leases with a duration of 12 months or less.

 

The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have any short-term leases or leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-ofuse assets in a consistent manner to its property, plant and equipment (see Note 13).

 

For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

 

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

 

The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

 

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Group's incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Group.

 

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

 

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

 

The Group as a lessor

As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not.

 

 

Fair Value Measurement

 

Management have assessed the categorisation of the fair value measurements using the IFRS 13 fair value hierarchy.  Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows;

Level 1 - valued using quoted prices in active markets for identical assets

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1;

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

 

Share based payments

 

The calculation of the fair value of equity-settled share based awards and the resulting charge to the statement of comprehensive income requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the Company's share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards.

 

Where employees, directors or advisers are rewarded using share based payments, the fair value of the employees', directors' or advisers' services are determined by reference to the fair value of the share options/warrants awarded. Their value is appraised at the date of grant and excludes the impact of any nonmarket vesting conditions (for example, profitability and sales growth targets). Warrants issued in association with the issue of Convertible Loan Notes are also considered as share based payments and a share based payment charge is calculated for these too.

 

In accordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share options based upon the fair value of the instrument used. A corresponding credit is made to a share based payment reserve - options, in the case of options/warrants awarded to employees, directors, advisers and other consultants.

 

If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options/warrants expected to vest. Non market vesting conditions are included in assumptions about the number of options / warrants that are expected to become exercisable.

 

Estimates are subsequently revised, if there is any indication that the number of share options/warrants expected to vest differs from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if fewer share options ultimately are exercised than originally estimated.

 

Upon exercise of share options/warrants, the proceeds received are allocated to share capital with any excess being recorded as share premium.

 

Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately within the Statement of Comprehensive Income.

 

All goods and services received in exchange for the grant of any share based payment are measured at their fair value.

 

 

 

 

 

Other non-current assets

 

Other non- current assets are currently measured at cost less accumulated impairment. The asset is not yet being amortised since it is not yet in the condition necessary for it to be capable of operating in the manner intended by management.

 

 

Convertible loan notes

 

Where there is no option to repay in cash or the Company has the choice of settlement, and the interest rate is fixed

The Group considers these to be convertible equity instruments and records the principal of the loan note as an equity in a Convertible loan note reserve. The accrued interest on the principal amount, for which there is no obligation to settle in cash, is also recorded in the Convertible loan note reserve.  Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the convertible loan note reserve to share capital and share premium.

 

Where the above conditions are not met

 

The Group considers these to be convertible debt instruments and records the principal of the loan note as a debt liability in the liabilities section of the statement of financial position.  The accrued interest on the principal amount is recorded in the income statement and as an increase in the debt liability. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the debt liability to share capital and share premium.

 

Under IAS 32 the liability and equity components of convertible loan notes must be presented separately on the statement of financial position. The Group has examined the terms of each issue of convertible loan notes and determined their accounting treatment accordingly. Convertible loan notes are treated differently depending upon a number of factors.

 

3.     CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

The preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group being International Financial Reporting Standards as adopted by the European Union, requires the directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and expenditure and the disclosures made in the financial statements. Such estimates and judgements must be continually evaluated based on historical experience and other factors, including expectations of future events.

 

The following are considered to be critical accounting estimates:

 

Share-based payments

The Group accounts for share-based payment transactions for employees in accordance with IFRS 2 Share-based Payment, which requires the measurement of the cost of employee services received in exchange for the options on our ordinary shares, based on the fair value of the award on the grant date.

 

The Directors selected the Black-Scholes-Merton option pricing model as the most appropriate method for determining the estimated fair value of our share-based awards without market conditions. For performance-based options that include vesting conditions relating to the market performance of our ordinary shares, a Monte Carlo pricing model was used in order to reflect the valuation impact of price hurdles that have to be met as conditions to vesting.

 

The resulting cost of an equity incentive award is recognised as expense over the requisite service period of the award, which is usually the vesting period. Compensation expense is recognised over the vesting period using the straight-line method and classified in the consolidated statements of comprehensive income.

 

The assumptions used for estimating fair value for share-based payment transactions are disclosed in note 27 to our consolidated financial statements.

 

The following are considered to be critical accounting judgments:

 

Income taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

 

 

Research and development costs

Research and development costs are charged to expense as incurred and are typically made up of clinical and preclinical activities, drug development and manufacturing costs, and third-party service fees, including for clinical research organizations and investigative sites. When entering into agreements with third parties which provide the rights to conduct research into specific biological processes the Group accounts for these agreements as an expense if the agreements are 'milestone' in nature and relate to the Group's own research and development costs. Such agreements involve periodic payments and are evaluated as representing payments made to fund research.

 

Leases

IFRS 16 defines the lease term as the non-cancellable period of a lease together with the options to extend or terminate a lease, if the lessee were reasonably certain to exercise that option. This will take into account the length of time remaining before the option is exercisable, current trading, future trading forecasts as to the ongoing profitability of the organisation and the level and type of planned future capital investment. The judgement is reassessed at each reporting period. A reassessment of the remaining life of the lease could result in a recalculation of the lease liability and a material adjustment to the associated balances.

 

 

4.     OPERATING LOSS

 

The Group's operating loss for the year is stated after charging the following:

 

	6 months to  30 June 2021	6 months to  30 June 2020	12 months to 31 December 2021
	(Unaudited)	(Unaudited)	(Unaudited)
	£'000	£'000	£'000
License Fees	-	-	(550)
Realisation Bonus	-	-	(10,290)
Depreciation of Property, Plant and	(2)	(2)	(4)
Depreciation (Right-of-use asset)	(54)	(33)	(66)
Foreign exchange losses	(2,709)	(30)	(186)
	(2,765)	(65)	(11,096)

                                                                                                                                                               

 

 

 

 

5.     Earnings per share

 

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the year.

 

 

	6 months to  30 June	6 months to  30 June	12 months to 31 Dec
	2021	2020	2020
	(unaudited)	(unaudited)
Total comprehensive loss for the period (£'000)	(12,594)	(3,911)	(20,162)
Basic and diluted weighted average number of shares	150,224,119	150,224,119	169,065,390
Basic and diluted loss per share - pence	(7.4)	(2.6)	(12.0)

 

As the Group is reporting a loss from continuing operations for the period then, in accordance with IAS 33, the share options are not considered dilutive because the exercise of the share options would have an anti-dilutive effect. The basic and diluted earnings per share as presented on the face of the Statement of comprehensive income are therefore identical.  All earnings per share figures presented above arise from continuing and total operations and therefore no earnings per share for discontinued operations are presented.

 

 

 

 

 

 

 

 

6.     PROPERTY, PLANT AND EQUIPMENT

 

Details of the Groups property, plant and equipment are as follows:

 

		Furniture and fixtures			IT equipment		Total
		£'000			£'000		£'000
Cost
At 1 January 2021		24			6		30
Additions		4			11		15
Disposals		-			-		-
At 30 June 2021		28			17		45
Depreciation
At 1 January 2021		(23)			(6)		(29)
Charge in period		-			(2)		(2)
At 30 June 2021		(23)			(8)		(31)
Net book value as at 30 June  2021		5			7		14
Net book value as at 30 June  2020		2			3		5
Net book value as at 31 December 2020		1			-		1

 

 

 

 

 

7.     Share based payments

 

Options

 

The Company operates share-based payment arrangements to remunerate directors and key employees in the form of a share option scheme. The exercise price of the option is normally equal to the market price of an ordinary share in the Company at the date of grant. 

 

 

		June 2021				June 2020
		Options ('000)		Weighted Average exercise price (pence)		Options ('000)		Weighted Average exercise price (pence)
Outstanding at 1 January		17,024		49		16,379		86
Granted		4,750		136		2,370		35
Forfeited						(50)		(160)
Exercised						(420)		(23)
Cancelled						-		-
Outstanding at 30 June		21,774		108		18,279		59
Exercisable at 31 December		6,249		41		5,521		32

 

During the year to 30 June 2021, zero options were exercised. No options were exercised in the year to 31 December 2020.

 

The total outstanding fair value charge of the share option instruments is deemed to be approximately £9,992k (2020: £5,161k).

 

Share options outstanding at the end of June 2021 have the following expiry dates and exercise prices:

 

 

Grant Date	Expiry Date	Exercise Price	Share Options as at 30 June 2021 ('000)
26 June 2014	26 June 2024	£0.35	1,831
30 April 2018	30 April 2028	£0.8175	1,300
6 May 2020	5 May 2028	£0.35	12,393
23 July 2020	26 July 2030	£1.575	1,000
25 August 2020	24 August 2030	£1.475	500
2 February 2021	2 February 2025	£1.02	1,250
2 February 2021	2 February 2025	£1.49	3,500
Total			21,774

 

Fair value of options granted

 

The Directors have used the Black-Scholes option pricing model to estimate the fair value of most of the options granted during the year to June 30, 2021 applying the assumptions below.

 

Historical volatility is based on the historical volatility of the Company itself.

 

The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future.

 

The Company has estimated a forfeiture rate of zero.

 

 

The model inputs for options granted during the year to 30 June 2021 valued under the Black Scholes Valuation model included:

                                               

               

	2 February	2 February
Grant date share price	1.59	1.59
Exercise share price	1.02	1.49
Risk free rate	0.02% to 0.10%	0.02% to 0.10%
Expected Volatility	188% to 283%	188% to 283%
Option life	5 years	5 years
Weighted average share price	£0.14	£1.02
Weighted average fair value share option	£0.56	£1.49

 

 

Warrants

               

For each set of warrants, the charge has been expensed over the service period. A share-based payment charge for the year of £nil (202;0 £nil) has been expensed in the statement of comprehensive income.

 

 

	6 months to  30 June 2021	6 months to  30 June 2020	12 months to 31 Dec
	(Unaudited)	(Unaudited)	2020
£000
Outstanding at 1 January	474	1,812	1,812
Granted	-	-	259
Transfer to share premium on exercise of warrants	-	(473)	(1,597)
Outstanding at 31 Decemeber	474	1.339	474

 

 

8.     Convertible loan notes

 

Planwise Convertible Loan Notes 2016

 

From the date of the reverse acquisition a convertible loan note of £200,000 was in existence as detailed in the Admission Document dated 31 March 2014.   Proceeds of the subscriptions for the notes are to be used exclusively to finance the Group's ongoing working capital requirements. The terms of the loan note are that the loan notes, plus accrued interest at a rate of 4 per cent above Bank of England base rate per annum, will convert into ordinary shares in the Company at a price of £0.10 per share at the election of Planwise any time after the second anniversary of the re-admission to AIM on 24 April 2014.

 

Accounting for the convertible debt instrument

 

The net proceeds received from the issue of the Planwise Convertible Loan Note 2016 has been recorded as a debt liability in the Statement of financial position and the accrued interest charged to the Statement of comprehensive income and the debt liability.  The liability for the convertible debt instrument at 30 June 2021 is;

	Planwise Convertible Loan Note 2021		Planwise Convertible Loan Note 2020
	£000		£000
Convertible loan notes issued	200		200
Accrued interest	64		52
	264		252

 

 

 

9.     Trade and other payables

 

	(unaudited) 30 June 2021	(unaudited) 30 June 2020	31 December 2020
	£'000	£'000	£'000
Convertible loan note liability	264	252	252
Fixed Term Unsecured Loan	95	-	94
Trade payables	2,764	2,598	2,456
Other payables	34	6	11
Accruals	1,807	1,741	1,628
	4,964	4,596	4,441

 

 

 

 

10.  Finance income and costs

	(unaudited) 30 June 2021	(unaudited) 30 June 2020	31 December 2020
	£'000	£'000	£'000
Finance Income
Finance income received on net investment in lease	-	-	6
Finance Expenses	-	-
Finance charge accrued on convertible loan notes	13	-	236
Interest expense on lease liabilities	5	5	13
	18	5	249
	18	5	243

 

11.  FINANCE LEASE RECEIVABLES

 

In Jan 2021, the Group entered into two new leases for lab and office space.

 

In November 2019, the Group subleased one of its leased office spaces. The sublease has been classified as a finance lease receivable.

	(unaudited) 30 June 2021	(unaudited) 30 June 2020	31 December 2020
	£'000	£'000	£'000
Current	169	--	111
Non-current	304	236	-
	473	236	111

 

 

The undiscounted lease payments to be received over the next 5 years are as follows:

 

 

	1 Year	2 years	3 or more years
	£000	£000	£000
Undiscounted lease payments receivable	43	-	-
	43	-	-

 

The undiscounted lease payments do not include a discount factor charge of £5k.

 

During the six months to June 30, 2021, the Group received £46k of income from its subleasing activities.

 

Finance Lease Receivable	30 June 2021	30 June 2020
	£000	£'000
Finance Lease receivable as at 1 Jan 2020	111	236
Sublease income	(68)	(46)
	43	190

 

 

12.  LEASES

 

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

 

·      Leases of low value assets; and

·      Leases with a duration of 12 months or less.

 

IFRS16 was adopted 1 January 2019 without restatement of comparative figures. The following policies apply subsequent to the date of initial application, 1 January 2019.

 

 

The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have any short-term leases or leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

 

For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

 

During the six months to 30 June 2021, the Group entered into new lease agreements for use of additional lab and office space.

 

 

 

Right-of-use assets		30 June 2021	30 June 2020	31 December 2020
		£000	£000	£000
At 1 January		262	329	329
Additions		200	-	-
Depreciation		(53)	(33)	(67)
Foreign exchange movements		(3)	12	-
		406	308	262

 

 

 

 

 

Lease Liabilities   30 June 2021 30 June 2020 31 December 2020     £000 £000 £000 At 1 January   407 623 623 Additions   200 - - Interest expense   5 10 13 Lease payments   (127) (94) (235) Foreign excahange movements   (11) - 6     472 539 407

 

 

 

Lease liabilities are presented in the statement of financial; position as follows:

 

	30 June 2021	30 June 2020		31 Dec 2020
	£000	£000		£000
Current	168	231		195
Non-current	304	308		212
	472	539		407

 

 

The lease liabilities are secured by the related underlying assets. Future minimum lease payments as at 30 June 2021 were as follows:

 

		Minimum lease payment due
		Within 1 year	1-2 years	2-5 years	Over 5 years	Total
30 June 2021
Lease payments		212	122	182	-	516
Finance Charges		(44)			-	(44)
Net Present Values		168	122	182		472

 

 

 

 

13.  Post balance sheet events

 

On 20 August 2021, the Company announced it has formally commenced its strategic plan to change its corporate structure by establishing Tiziana Life Sciences Ltd , a Bermuda-incorporated company, as the ultimate parent company of the of the Tiziana Group. Holders of ordinary shares in Tiziana Life Sciences PLC ("Old Tiziana") will receive shares in New Tiziana in exchange for their Old Tiziana Shares (and Old Tiziana will become a wholly-owned subsidiary of New Tiziana).  It is proposed that the New Tiziana Shares will be directly listed on NASDAQ following the Scheme becoming effective. At the same time the Old Tiziana Shares will be delisted from the standard segment of the official list of the Financial Conduct Authority ("FCA") and from trading on the main market of the London Stock Exchange plc in London and the ADSs (each representing two Old Tiziana Shares) will cease trading on NASDAQ. Holders of Old Tiziana Shares and ADSs will instead receive New Tiziana Shares which will only trade on NASDAQ.

On 2 September 2021, the Company announced an exclusive license agreement to explore Tiziana's foralumab, a fully human anti-CD3 monoclonal antibody (mAb), as an agent to induce tolerance of allogeneic CAR T cells to potentially improve the clinical outcome of CAR T cell therapy.