TIDMVSN
RNS Number : 1628X
Verseon Corporation
08 August 2018
August 8, 2018
Verseon Corporation
("Verseon" or the "Company")
Interim Results
Fremont, Calif.- Verseon (AIM:VSN), a technology-based
pharmaceutical company employing a computer-driven platform to
develop a diverse drug pipeline, today announces its Interim
Results for the six months ended June 30, 2018. The report and
accounts are available for download from the Company's website
(www.verseon.com).
Highlights
Precision oral anticoagulants (PROACs)
Targeting long-term therapy in combination with antiplatelet
therapy
-- Submitted phase I protocol for lead PROAC, VE-1902, and
expecting first-in-human trials to start in Q3 2018.
-- Successfully validated biomarkers for use in phase I trial in ex vivo studies.
-- Second PROAC, VE-2851, is in CMC scale-up for kgs of material
and is expected to enter clinical trials in 2019.
Oral diabetic macular edema drugs
Replacing or complementing current eye injections
ü Demonstrated oral bioavailability and efficacy for VE-4840 in
preclinical studies.
Oral hereditary angioedema drugs
Providing an alternative to current injections
ü Demonstrated oral bioavailability and efficacy for VE-4062 in
preclinical studies.
Next-generation chemotherapy agents
Addressing multidrug resistant cancers
ü Presented candidates that are largely unaffected by common
modes of drug resistance to scientific community.
Conference presentations
Presenting our pipeline to the scientific, medical, and
pharmaceutical community
ü American Association for Cancer Research annual meeting,
Chicago/IL (oncology).
ü Association for Research in Vision and Ophthalmology 2018
annual meeting, Honolulu/HI (DME).
ü BIO 2018, Boston/MA (anticoagulation).
Finance
Results for the six months ended June 30, 2018:
-- As of June 30, 2018, total assets on the balance sheet stood
at $68.3 million, including cash, cash equivalents, and short-term
investments of $19.2 million, compared to $54.2 million and $11.6
million, respectively, at December 31, 2017.
-- Operating expenses totaled $10.2 million for the six months
ended June 30, 2018, compared to $9.5 million for the six months
ended June 30, 2017.
-- The resultant net loss was $10.2 million or $0.07 per basic
share for the six months ended June 30, 2018, compared to a net
loss of $8.8 million or $0.06 per basic share for the six months
ended June 30, 2017.
-- Closed $22.2 million mortgage for the Company's laboratory
and administrative facility, converting a portion of the value of
the facility to cash.
About Verseon
Verseon Corporation (www.verseon.com, AIM: VSN) is a
technology-based pharmaceutical company that pairs a proprietary,
computational drug discovery platform with a comprehensive in-house
chemistry and biology workflow to develop novel therapeutics that
are unlikely to be found using conventional methods. The Company is
applying its platform to a growing drug pipeline and currently has
four active drug programs in the areas of anticoagulation, diabetic
macular edema, hereditary angioedema, and oncology.
-Ends-
For further information, please contact
Verseon Corporation www.verseon.com
+1 (510) 225
Sebastian Wykeham 9000
Cenkos Securities (NOMAD and
Joint Broker)
+44 (0) 20
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Broker)
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Simon Vane Percy 821 890
Forward-Looking Statements
This press release contains forward-looking statements, which
are generally statements that are not historical facts.
Forward-looking statements can be identified by the words
"expects," "anticipates," "believes," "intends, " "estimates,"
"plans," "will," "outlook," and similar expressions.
Forward-looking statements are based on management's current plans,
estimates, assumptions, and projections, and speak only as of the
date they are made. We undertake no obligation to update any
forward-looking statement in light of new information or future
events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which
are difficult to predict and are generally beyond our control.
Actual results or outcomes may differ materially from those implied
by the forward-looking statements as a result of the impact of a
number of factors.
Precision oral anticoagulants (PROACs)
We are developing first-in-class precision oral anticoagulants
(PROACs) with the potential to treat major cardiovascular
diseases.
In particular, our PROACs may be suitable for co-administration
with antiplatelet drugs to prevent stroke or heart attack in the
many patients with acute coronary syndrome and those with both
non-valvular atrial fibrillation and coronary artery disease. No
current anticoagulant is suitable for such long-term
anticoagulant-antiplatelet combination therapy due to their high
bleeding risk.
Outstanding preclinical profile
In preclinical testing, PROACs modulate the coagulation cascade
more precisely than current novel oral anticoagulants (NOACs): They
prevent thrombus formation while leaving thrombin-mediated platelet
activation largely unaffected. This provides a rationale for their
significantly lower bleeding risk in preclinical studies.
If this profile is confirmed in clinical trials, PROACs may
provide physicians with a new precision medicine approach, allowing
them to regulate platelet function and fibrinogen cleavage
independently in long-term anticoagulant-antiplatelet combination
therapy. Such therapy could benefit millions of patients
worldwide.
Lead PROAC ready for the clinic
In July, we submitted a phase I application to the Bellberry
Human Research Ethics Committee for our first PROAC clinical
candidate, VE-1902. We plan to initiate participant recruitment
shortly after approval of our phase I proposal.
VE-1902 was well tolerated with wide therapeutic window in
regulatory toxicology studies and 28-day repeat dosing. In
addition, the drug candidate showed no signs of genotoxicity or QT
prolongation in GLP studies. VE-1902 also demonstrated lower renal
clearance than NOACs in preclinical testing, a desirable property
for the many elderly patients suffering from impaired kidney
function.
Clinical trial strategy
We have developed our clinical trial strategy for VE-1902
together with Verseon's Cardiovascular Clinical Advisory Board and
other key opinion leaders. The goal is to generate compelling
clinical data for VE--1902 that demonstrates the advantages of our
PROACs over existing NOACs,(1) and in particular, to show the
suitability of PROACs for long-term combination therapy with
antiplatelet agents.
We aim to establish VE-1902's safety and tolerability in healthy
human volunteers in a randomized, double-blinded,
placebo-controlled phase I trial. Our study will comprise single-
and multiple-ascending doses and also study how food affects the
concentration of the drug. In addition, pharmacodynamic biomarkers
will be used to capture surrogate indications of efficacy and to
provide preliminary clinical evidence of VE-1902's precision
anticoagulation profile.
Biomarkers for use in clinical trials
Biomarkers are often used as surrogates to assess efficacy in
early clinical trials in healthy volunteers, and the data can then
be used to inform dose selection for phase II studies. Later stage
studies, such as phase II and III studies, directly measure the
incidence of major adverse cardiac events such as stroke,
myocardial infarction, and cardiovascular death over a large number
of patients.
The thrombin generation assay is a well-established biomarker
that measures a subject's clotting capability and can also be used
to assess the efficacy of an anticoagulant. In preclinical studies,
PROACs show a clear differentiation in this assay from NOACs:
PROACS do not introduce a delay before peak thrombin production
while till reducing endogenous thrombin potential.
Furthermore, we use flow cytometry to measure platelet
activation as a biomarker for bleeding risk. PROACs a are
significantly weaker inhibitors of platelet activation than NOACs
at their respective efficacious concentrations, likely explaining
the reduced bleeding seen in in vivo studies of PROACs compared to
NOACs.
At the recent BIO International Convention, we presented first
ex vivo results from testing VE-1902 in healthy human volunteer
blood in both of these biomarkers assays. These ex vivo findings
support our prior in vitro and in vivo findings and further
differentiate the unique anticoagulant properties of PROACs from
the NOACs. We expect these ex vivo results to be commensurate with
the results from the clinical trial.
A second PROAC heading to the clinic
Our second PROAC development candidate, VE-2851, is a different
chemotype but has the same distinctive pharmacological profile as
VE-1902. Notably, this candidate is significantly more potent than
VE-1902, which may allow for lower dosing in the clinic.
Currently, VE-2851 is in preliminary toxicology studies and is
also undergoing CMC scale-up to kg quantities, with the goal to
advance the candidate into phase I trials in 2019. Due to their
similar preclinical profiles, VE-2851 will follow a similar
clinical strategy to VE-1902.
(1) NOACs: novel oral anticoagulants
Oral diabetic macular edema drugs
In our diabetic macular edema (DME) program, we are developing
small-molecule drug candidates suitable for oral dosing to replace
or complement recurrent eye injections. An oral DME drug would not
only be more convenient and better tolerated for patients, but
would also be well-suited for ongoing DME prophylaxis in the
steadily growing global diabetic population.
Small-molecule plasma kallikrein inhibitors
We have designed multiple small-molecule plasma kallikrein
(KLKB1) inhibitors with single-digit nanomolar potency and high
selectivity against related serine proteases. In addition, our
KLKB1 inhibitors show favorable pharmacokinetics and are
well-suited for oral dosing as prodrugs.
A promising candidate
One of our most advanced drug candidates is VE-4840. In addition
to excellent oral pharmacokinetics, this candidate also effectively
prevents retinal thickening in the preclinical human
plasma-kallikrein injection model, is stable in human whole blood
and hepatocytes, and is safe in various in vitro toxicity tests,
including CYP and hERG inhibition.
Moving toward nominating a development candidate
We are currently advancing a number of promising compounds for
this program. Our goal is to nominate the first development
candidate in Q4 2018, followed by IND-enabling studies.
Oral drugs for hereditary angioedema
Oral small-molecule plasma kallikrein (KLKB1) inhibitors could
not only lead to more convenient treatments for diabetic eye
disease but are also promising for treating hereditary angioedema
(HAE). HAE is an orphan genetic disease characterized by recurring
episodes of swelling, which can be life-threatening if they affect
the airways.
Plasma kallikrein inhibitors for HAE
Current HAE drugs rely on subcutaneous or intravenous injection
and target different mediators in the HAE pathway. In particular,
successful macromolecule plasma kallikrein inhibitors have provided
evidence that plasma kallikrein is an important target central to
the HAE pathway.
Our orally dosed small-molecule KLKB1 inhibitors could have a
positive impact on patients' lives as a convenient alternative to
current injectable therapies.
Verseon is developing oral KLKB1 inhibitors
We currently have several potent and selective KLKB1 inhibitors
spanning multiple chemotypes for the treatment of HAE in
development.
Our candidates show good pharmacokinetics suitable for oral
dosing as well as efficacy in the preclinical carrageenan-induced
paw edema (CPE) model.
We are continuing to optimize the pharmacokinetic profiles of
our candidates and test a number of compounds for in vivo
efficacy.
Next-generation chemotherapy agents
We have developed a novel class of small-molecule tubulin
inhibitors for the treatment of multidrug resistant cancers. In
preclinical testing, our drug candidates show nanomolar in vitro
potency against a range of cancer cell lines.
Multidrug resistance
While chemotherapy remains the first line of treatment against
most cancers, over time many tumors develop resistance to
chemotherapy agents decreasing their efficacy, and therefore
limiting utility.
A common way for cancer cells to render drugs ineffective is by
triggering an overproduction of transporter proteins (efflux pumps)
that expel many chemicals, including chemotherapy agents. Another
mechanism of resistance is for the cell to upregulate
<BETA>--III tubulin, a different isoform of tubulin that may
make the tubulin inhibitor ineffective.
Verseon candidates evade common modes of drug resistance
While marketed chemotherapies such as doxorubicin, paclitaxel,
and vincristine can show up to 2,000-fold reduced potency in cell
lines overexpressing major efflux pumps (MDR1, MRP1, and BCRP),
preclinical studies show that our drug candidates are only weakly
affected by these transporters (typically less than
several-fold).
In cancer cells overexpressing <BETA>--III tubulin, our in
vitro data show Verseon's drug candidates are able to maintain
potency, just as they are unaffected with cell lines
over-expressing transporters.
These results suggest that Verseon's chemotherapy agents can be
used to treat multidrug resistant tumors effectively.
Good pharmacokinetic profiles demonstrated
At the AACR conference, we also presented pharmacokinetics for
one of our tubulin inhibitors. Our data indicates that the drug
candidate is suitable for infusion, a standard mode of
administration for chemotherapy regimens.
In addition, the candidate was well tolerated in a preclinical
repeat-dosing study over five days with intraperitoneal
injections.
We continue to optimize several candidates with both low
nanomolar activity against various cancer cell lines and
insensitivity to major tumor resistance mechanisms, with emphasis
on improving their pharmaockinetic properties. A scale-up of the
most promising candidates will allow us to perform further testing,
including in vivo tolerability and efficacy studies.
Finance review
During the six months ended June 30, 2018, Verseon has continued
to fund its drug programs in anticoagulation, diabetic macular
edema, hereditary angioedema, and oncology.
In parallel, the Company made substantial investments in an
infrastructure buildout that includes new facilities, laboratory
equipment, and a high-performance computing cluster.
Results as of and for the six months ended June 30, 2018:
-- Total assets on the balance sheet stood at $68.3 million,
compared to $54.2 million as of December 31, 2017.
-- Cash, cash equivalents, and short-term investments stood at
$19.2 million, compared to $11.6 million as of December 31,
2017.
-- Property, equipment, buildings and land totaled $47.4
million, compared to $40.7 million as of December 31, 2017.
-- Research and development expenses were $7.0 million for the
six months ended June 30, 2018, compared to $6.6 million for the
six months ended June 30, 2017, which is primarily attributed to an
acceleration of our drug programs and preparation for clinical
trials.
-- General and administrative expenses were $3.2 million,
compared to $3.0 million for the six months ended June 30,
2017.
-- Non-cash expenses include stock-based compensation of $0.6
million, compared to $0.1 million for the six months ended June 30,
2017, and also a currency exchange loss of $0.0 million, compared
to a gain of $0.4 million for the six months ended June 30,
2017.
-- Net loss was $10.2 million or $0.07 per basic share, compared
to a net loss of $8.8 million or $0.06 per basic share for the
first six months of 2017.
Capital structure
At June 30, 2018, Verseon's issued share capital consisted of
151,557,053 shares of common stock and the Company held 42,917
shares in treasury, as compared to 151,489,789 shares of common
stock outstanding with 42,917 shares in treasury at December 31,
2017.
Risks and uncertainties
Research and development risks
Drug development projects are subject to numerous external
influences, including economic and regulatory environments, that
are outside our control.
We cannot be certain that our current or future drug development
efforts will result in drug candidates that progress into human
trials and subsequently into the marketplace.
The market for pharmaceuticals is highly competitive and our
drug candidates may not become adopted by the medical community and
may not become profitable.
Risks related to operations
We may not be able to find, attract, and retain personnel.
Unfavorable global economic conditions, natural disasters, and
other factors outside our control may adversely affect us.
We rely on third parties for a portion of our scientific work as
well as for manufacturing of drugs and other supplies for our
clinical trials. If this work does not meet sufficient quality
standards or if one of those third parties fails to live up to
their obligations, operations might be negatively impacted.
Our growth may require significant capital expenditures and can
experience unexpected delays that could impact various aspects of
operations.
Risks related to intellectual property
Competitors may infringe upon our patents and other intellectual
property and force us to defend our intellectual property by legal
means.
Other companies could develop or market drug candidates with
comparable treatment capabilities, reducing the market potential of
our drugs.
Financial risks
Our Common Stock is settled in pound sterling, but our
operations are in the United States, and, to date, we use US
dollars to fund our operations. We hold funds in both currencies
and are susceptible to currency uctuations.
We have initiated clinical operations in Australia, which
requires payment of vendors and contractors in Australian dollars.
Currency fluctuations relating to the Australian dollar may also
affect our net operating losses.
The net losses we incur may fluctuate significantly from
half-year to half-year and year to year. In any particular
reporting period, our operating results could be below the
expectations of securities analysts or investors, which could cause
the stock price to decline.
To date, we have financed our operations primarily through the
sale of equity securities, convertible debt, and the mortgage loan
on our freehold building signed in June 2018. The amount of our
future net losses and sustainability will depend, in part, on the
rate of our future expenditures and our ability to obtain funding
through equity or debt financing, strategic collaborations, or
out-licensing of one or more of our product candidates to potential
partners.
We have not yet generated revenue and cannot be certain of
securing revenue-generating agreements and profits in the
future.
Risks related to securities
Even though our Common Stock is listed on AIM, a liquid market
for it may not develop or be sustained.
Company operations are based in the United States, and we are
incorporated under the laws of the State of Delaware, United
States. Accordingly, some of the legislation in England and Wales
regulating the operation of companies may not apply to us.
Independent auditor's report
To the Directors of Verseon Corporation
Report on the audit of the non-statutory financial
statements
Opinion
In our opinion the non-statutory financial statements:
-- present fairly, in all material respects, the state of the
group's affairs as of June 30, 2018 and of its loss for the period
then ended; and
-- have been properly prepared in accordance with accounting
principles generally accepted in the United States of America
We have audited the non-statutory financial statements of
Verseon Corporation and its subsidiaries (together the 'group')
which comprise:
-- the Consolidated balance sheets;
-- the Consolidated statements of operations and comprehensive loss;
-- the Consolidated statements of cash flows;
-- the Consolidated statements of stockholders' equity;
-- the Summary of significant accounting policies; and
-- the related notes 1 to 17
The financial reporting framework that has been applied in their
preparation is accounting principles generally accepted in the
United States of America ("US GAAP").
Basis for opinion
We conducted our non-statutory audit in accordance with
International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the auditor's responsibilities for the audit of the
non-statutory financial statements section of our report.
We are independent of the group in accordance with the ethical
requirements that are relevant to our audit of the non-statutory
financial statements in the UK, including the Financial Reporting
Council's (the 'FRC's') Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Summary of our audit approach
The key audit matters that we identified in the current period
were related to the accounting treatment of share based payment
arrangements and allocation of costs relating to the new premises
within the VRH1 LLC subsidiary.
The materiality that we used in the current period was $0.4m
which was determined based on a blend of benchmarks including total
expenses, total assets and net assets.
We have performed full scope audits on all significant entities
within the group; Verseon Corporation, Nirog Therapeutics LLC and
VRH1 LLC. The classification of the PACE loan is not considered a
key audit matter in the current year as this risk around
classification was concluded in the prior year and not expected to
changed year on year.
Conclusions relating to going concern
We are required by ISAs (UK) to report in respect of the
following matters where:
-- the directors' use of the going concern basis of accounting
in preparation of the non-statutory financial statements is not
appropriate; or
-- the directors have not disclosed in the non-statutory
financial statements any identified material uncertainties that may
cast significant doubt about the group's ability to continue to
adopt the going concern basis of accounting for a period of at
least twelve months from the date when the non-statutory financial
statements are authorised for issue.
We have nothing to report in respect of these matters.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
non-statutory financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit;
and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the
non-statutory financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. The classification of the PACE loan is not considered a
key audit matter in the current year as this risk around
classification was concluded in the prior year and not expected to
changed year on year.
Key audit matter How the scope of our audit Key observations
responded to the key audit
matter
Share based payment Our work in respect of assessing From our
arrangements the volatility rate applied work performed,
included the following: we are
The group has a number satisfied
of stock options, * Evaluated the design and implementation of controls that the
warrants and restricted surrounding management's review of the volatility volatility
stock units granted rate applied; assumption
to participants. used in
the models
The accounting treatment to value
and supporting grant * For a sample of current period grants, assessed share
date fair value calculations whether the rate is being applied correctly within based
are inherently complex. the fair value model; payment
We identified a key arrangements
audit matter in respect is appropriate.
of the volatility
assumption used in * Calculated the actual volatility of the group share
the Black Scholes price since the May 2015 IPO to establish the impact
fair value models. on the fair value and current period expense;
This requires significant
management judgement
and is a potential
area for misstatement * Considered the reasonableness of the rate taking
due to fraud. account of the life cycle of the group and the
expected changes to the business over the vesting
Management have applied period of awards granted during the period; and
a rate of 75% to awards
granted prior to the
May 2015 initial public
offering (IPO) and * Calculated the volatility for comparative companies
50% to ones granted to further assess the rate applied and the impact on
after this date, as the current period expense.
set out in footnotes
E and 16 to the financial
statements.
================================================================= =================
Key audit matter How the scope of our audit Key observations
responded to the key audit
matter
================================================================= =================
Allocation of costs Our work in respect of assessing From our
relating to the new the allocation of costs capitalised work performed,
premises on the new premises included: we are
satisfied
Within the company's * Evaluated the design and implementation of controls that the
subsidiary, VRH1 LLC, surrounding management's review of costs capitalised; costs
the construction of capitalised
the new building and relating
premises was finalized to the
during the period. * Tested a sample of costs capitalised into Property new premises
Costs capitalised and equipment, assessing their nature against the are appropriate
in the period amounted specific capitalisation criteria set out in US GAAP; under
to $6.8m taking the US GAAP.
total construction
costs capitalised
to date to $45.1m * Tested a sample of costs expensed to the Consolidated
as set out in footnotes statement of operations to assess whether these were
E 3 to the financial allocated correctly; and
statements.
Due to the amounts
incurred in the period * Made inquiries and obtained evidence from management
we consider the valuation over constructor contract changes in the period to
and allocation of assess the reasonableness of capitalised costs.
costs to represent
a potential area of
material risk of misstatement,
resultant from non-adherence
to the capitalisation
criteria under US
GAAP.
================================================================= =================
Our application of materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our
audit work and in evaluating the results of our work.
We determined materiality to be $0.40m for the group, which is
determined based on a blend of multiple of benchmarks including
total expenses, total assets and net assets.
Total expenses and asset related benchmarks have been chosen as
the basis for materiality as this is the measure by which
stakeholders and the market assess the progress of the group in its
research activities.
We agreed with the Audit Committee that we would report to the
Committee all audit differences in excess of $0.02m, as well as
differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when assessing
the overall presentation of the financial statements.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the group
and its environment and assessing the risks of material
misstatement at the group level. All subsidiaries are managed from
the company's head office in Fremont, California and subject to a
common control environment. All audit work was performed by the
group engagement team, which included visiting the group's US
headquarters.
Based on that assessment, we have performed full scope audits
for all Verseon Corporation, Nirog Therapeutics LLC and VRH LLC,
which represents 99.5% of expenses, 99.9% of total assets and 99.8%
of total liabilities. Our audit work on these entities was executed
at levels of materiality applicable to each individual company
ranging from $0.09m to $0.39m, which were lower than group
materiality. At the parent entity level we also tested the
consolidation process including assessment of all entries posted at
that stage.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the non-statutory financial statements and our
auditor's report thereon.
Our opinion on the non-statutory financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the non-statutory financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the non-statutory financial statements
or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether there
is a material misstatement in the non-statutory financial
statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to
report that fact.
We have nothing to report in respect of these matters.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
non-statutory financial statements and for being satisfied that
they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the non-statutory financial statements, the
directors are responsible for assessing the group's ability to
continue as a going concern, disclosing as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or to cease operations, or have no realistic alternative but
to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the non-statutory financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
non-statutory financial statements.
A further description of our responsibilities for the audit of
the non-statutory financial statements is located on the FRC's
website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matter
As the group did not have an audit performed for the six months
ended 30 June 2017, we have not audited the corresponding amounts
in the Consolidated statement of operations and comprehensive loss,
Consolidated statement of cash flow and Consolidated statement of
stockholders' equity for that period.
Use of our report
This report is made solely to the company's Directors, as a
body, in accordance with our engagement letter dated 27 July 2018,
and to comply with the AIM listing rules. Our audit work has been
undertaken so that we might state to the company's Directors those
matters we are required to state to them in an auditor's report and
for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
company and the company's Directors as a body, for our audit work,
for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this
independent auditor's report is Simon Olsen.
Deloitte LLP
Reading, United Kingdom
8 August 8, 2018
Consolidated balance sheets
As of June 30, 2018 and December 31, 2017
(US $'000, except share amounts June December
and par values) Note 30, 2018 31, 2017
---------------------------------------- ---- --------- ---------
Assets
---------------------------------------- ---- --------- ---------
Current assets
Cash and cash equivalents 1 19,242 3,290
Short-term investments 1 2 8,327
Prepaid expenses and other current
assets 2 1,697 1,810
---------------------------------------- ---- --------- ---------
Total current assets 20,941 13,427
Land and Buildings, net 3 45,057 38,314
Property and equipment, net 3 1,751 2,414
Right to use asset 4 550 -
Total assets 68,299 54,155
Liabilities and stockholders'
equity
---------------------------------------- ---- --------- ---------
Current liabilities
Accounts payable 4,741 4,466
Accrued liabilities 6 1,391 1,902
Lease liability 4 100 -
Total current liabilities 6,232 6,368
---- ---------
Long term liabilities
Lease liability 4 340 -
Long term debts 7 26,171 2,572
---------------------------------------- ---- --------- ---------
Total long term liabilities 26,511 2,572
---------------------------------------- ---- --------- ---------
Total liabilities 32,743 8,940
---------------------------------------- ---- --------- ---------
Stockholders' equity 14
---------------------------------------- ---- --------- ---------
Common stock-$0.001 par value,
300,000,000 shares authorized
as of June 30, 2018 and December
31, 2017, respectively, 151,557,053
and 151,489,789 shares issued
and outstanding (exclusive of
stock held in Treasury of 42,917
and 42,917 as of June 30, 2018
and December 31, 2017, respectively). 152 152
Additional paid-in capital 138,190 137,560
Additional paid-in capital -
Treasury (11) (11)
Loan receivable from stockholders (15, 242) (15,087)
Accumulated deficit (91,263) (81,114)
Accumulated other comprehensive
loss - (5)
======================================== ==== ========= =========
Total stockholders' equity 31,826 41,495
---------------------------------------- ---- --------- ---------
Non-controlling interests in
subsidiaries 5 3,730 3,720
---------------------------------------- ---- --------- ---------
Total equity 35,556 45,215
---------------------------------------- ---- --------- ---------
Total liabilities and stockholders'
equity 68,299 54,155
---------------------------------------- ---- --------- ---------
See accompanying notes to consolidated financial statements.
These financial statements were approved by the Board of
Directors August 8, 2018.
Adityo Prakash
Chief Executive Officer
Consolidated statements of operations and comprehensive loss
For the six months ended June 30, 2018 and 2017
For the six months
ended June 30,
(US $'000, except share and Note 2018 2017
per share amounts)
========================================== ==== =========== ===========
Unaudited
========================================== ==== =========== ===========
Operating expenses
Research and development expenses 6,973 6,553
General and administrative
expenses 3,246 2,952
========================================== ==== =========== ===========
Total operating expenses 10,219 9,505
========================================== ==== =========== ===========
Operating loss (10,219) (9,505)
Interest expense (92) -
Interest income 165 257
Currency exchange (loss) gain (4) 408
========================================== ==== =========== ===========
Loss before income taxes (10,150) (8,840)
Income tax provision 8 - -
========================================== ==== =========== ===========
Net loss (10,150) (8,840)
Net loss attributable to non-controlling
interests 1 1
========================================== ==== =========== ===========
Net loss attributable to Verseon
Corporation (10,149) (8,839)
Net loss (10,150) (8,840)
Unrealized gains on available-for-sale
securities 5 -
Total comprehensive loss (10,145) (8,840)
Comprehensive loss attributable
to non-controlling interests (1) (1)
========================================== ==== =========== ===========
Comprehensive loss attributable
to Verseon Corporation (10,144) (8,839
========================================== ==== =========== ===========
Net loss attributable to Verseon
Corporation common stockholders
per share-basic and diluted 9 (0.07) (0.06)
Weighted-average shares of
stock outstanding used in
computing net loss per share-basic
and diluted 151,539,063 151,429,539
See accompanying notes to
consolidated financial statements.
Consolidated statements of cash flows
For the six months ended June 30, 2018 and 2017
For the six months
ended June 30,
====================
(US $'000) 2018 2017
======== ==========
Unaudited
======== ==========
Cash flows from operating activities
Net loss (10,150) (8,840)
Adjustments to reconcile net loss
to net cash used in operating activities
=========================================== ======== ==========
Depreciation 402 228
Currency exchange gain/(loss) from
re-measurement 4 (408)
Stock-based compensation expense 643 149
Interest earned from loan receivable
from stockholders (155) (182)
=========================================== ======== ==========
Changes in assets and liabilities
=========================================== ======== ==========
Decrease/ (Increase) in prepaid
expenses and other current assets 113 (478)
Increase/(Decrease) in accounts
payable 1,411 (72)
(Decrease)Increase in accrued liabilities (524) 2
=========================================== ======== ==========
Net cash used in operating activities (8,256) (9,601)
=========================================== ======== ==========
Cash flows from investing activities
=========================================== ======== ==========
Purchases of property and equipment (7,606) (6,919)
Purchases of available-for-sale
securities investments - (14,608)
Maturities of available-for-sale
securities investments 1,249 17,840
Sales of available-for-sale securities
investments 7,081 -
=========================================== ======== ==========
Net cash provided (used in) by
investing activities 724 (3,687)
=========================================== ======== ==========
Cash flows from financing activities
------------------------------------------- -------- ----------
Proceeds from exercise of stock
options and warrants 4 -
Proceeds from PACE financing 2,578 -
Proceeds from loan 21,022 -
Payment on lease finance (110) -
(Purchase)/Proceeds from issuance
of equity in Nirog (6) 8
Repayment of promissory note from
stockholders - 40
Net cash provided by financing
activities 23,488 48
=========================================== ======== ==========
Net Increase (decrease) in cash
and cash equivalents 15,956 (13,240)
=========================================== ======== ==========
Effect of currency exchange rate
changes (4) 408
=========================================== ======== ==========
Cash and cash equivalents at the
beginning of the period 3,290 29,225
=========================================== ======== ==========
Cash and cash equivalents at the
end of the period 19,242 16,393
For the six
months ended
June 30,
=============================
(US $'000) Note 2018 2017
Unaudited
===================================== ===== =============== ============
Supplemental disclosure of non-cash
investing and financing activities
Finance lease 440 -
Purchases of property and equipment
under accounts payable and accrued
liabilities 1,517 2,463
-------------------------------------------- --------------- ------------
Interest payment was $92 thousand in 2018 and $0 thousand in
2017.
No income taxes were paid in 2018 and 2017.
See accompanying notes to consolidated financial statements.
Consolidated statements of stockholders' equity
For the six months ended June 30, 2018, 2017
Common Loan Stock- Total
Stock Additional Treasury receivable Other holders' Non- stock-holders'
at par paid-in Stock from Accumulated comprehensive equity controlling equity
(US $'000) value capital APIC stock-holders deficit gain (loss) (deficit) interest (deficit)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Balance at
December 31,
2016 151 136,646 - (14,830) (60,728) (5) 61,234 3,713 64,947
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Exercise of
stock options
and
warrants-Common
Stock * - - - - - - -
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Issuance of
shares from
Restricted Stock
Units - - - - - - - - -
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Loans to
stockholders - - (11) (131) - - (142) - (142)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Stock-based
compensation - 149 - - - - 149 - 149
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Investment in
Nirog - - - - - - - 8 8
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Net loss - - - - (8,840) - (8,840) - (8,840)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Net loss
attributable to
non-controlling
interests - - - - 1 - 1 (1) -
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Other
comprehensive
income 1 1 1
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Balance at June
30, 2017 151 136,795 (11) (14,961) (69,567) (4) 52,403 3,720 56,123
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Exercise of
stock options
and
warrants-Common
Stock - 17 - - - - 17 - 17
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Issuance of
shares from
Restricted
Stock Units 1 - - - - - 1 - 1
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Loans to
stockholders - - - (126) - - (126) - (126)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Stock-based
compensation - 748 - - - - 748 748
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Net loss - (11,547) - (11,547) - (11,547)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Net loss
attributable to
non-controlling
interests - - - - - (1) (1) - (1)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Balance at
December 31,
2017 152 137,560 (11) (15,087) (81,114) (5) 41,495 3,720 45,215
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Exercise of
stock options
and
warrants-Common
Stock * 4 - - - - 4 - 4
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Issuance of
shares from
Restricted Stock
Units * * - - - - - - -
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Loans to
stockholders - - - (155) - - (155) 11 (144)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Stock-based
compensation - 643 - - - - 643 - 643
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Investment in
Nirog - (17) - - - - (17) - (17)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Net loss - - - - (10,150) 5 (10,145) - (10,145)
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Net loss
attributable to
non-controlling
interests - - - - 1 - 1 (1) -
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
Balance at June
30, 2018 152 138,190 (11) (15,242) (91,263) - 31,826 3,730 35,556
---------------- ------ ---------- -------- ------------- ----------- ------------- --------- ----------- --------------
* Amount less than $1,000 and insignificant after rounding.
See accompanying notes to consolidated financial statements.
Consolidated statements of stockholders' equity
For the six months ended June 30, 2018 and year ended December
31, 2017 (continued)
Total
Common shares
(Shares) Stock outstanding
----------------------------------------------- ------------ -------------
Balance at December 31, 2016 151,414,659 151,414,659
Exercise of stock options and warrants-Common
Stock 71,065 71,065
Issuance of shares from Restricted
Stock Units 46,982 46,982
Treasury Stock (42,917) (42,917)
Balance at December 31, 2017 151,489,789 151,489,789
----------------------------------------------- ------------ -------------
Exercise of stock options and warrants-Common
Stock 16,346 16,346
Issuance of shares from Restricted
Stock Units 50,918 50,918
Balance at June 30, 2018 151,557,053 151,557,053
----------------------------------------------- ------------ -------------
See accompanying notes to consolidated financial statements.
Notes to consolidated financial statements
A. Basis of presentation
The consolidated financial statements of the Company are
prepared in accordance with accounting principles generally
accepted in the United States of America ("US GAAP"). The financial
information is presented in United States Dollars ("$"). All
intercompany accounts and transactions have been eliminated in
consolidation.
The accounting policies applied are consistent with those that
were applied to the consolidated financial statements for the year
ended December 31, 2017.
B. History and organization of the Company
The Company was established as Verseon LLC on July 18, 2002 in
the state of Delaware. In August 2007, the Company incorporated as
a general corporation in the state of Delaware. The Company is
headquartered in Fremont, California. It completed its initial
public offering ("IPO") on May 7, 2015 on the Alternative
Investment Market ("AIM") of the London Stock Exchange.
The Company has formed Verseon India Private Limited ("VIPL")
together with a Mauritius based private equity investor. VIPL was
incorporated in Andhra Pradesh, India in March 2006 to manage and
maintain the Company's supercomputing cluster. The Company has
since closed this operation in 2009 and is in the process of
dissolving the legal entity.
Nirog Therapeutics LLC ("Nirog") was formed on September 23,
2009 as a Delaware limited liability company. Nirog was established
as a vehicle to fund the research and development of the Company's
anticoagulation program and the Company owned 80.7% and 79.9% of
Nirog as of June 30, 2018 and December 31, 2017, respectively.
In August 2015, the Company acquired a property in Fremont,
California with approximately 85,000 square feet of office and
laboratory space for $8.7 million through its wholly-owned
subsidiary, VRH1 LLC, in the state of California. The redeveloped
facility will house the Company's drug discovery and development
operations as well as the corporate headquarters.
On October 13, 2017, VCR1, a wholly owned subsidiary of Verseon,
was incorporated in Australia. VCR1 conducts clinical trials on
behalf of Verseon.
These consolidated financial statements have been prepared on a
going concern basis, which assumes the realization of assets and
settlement of liabilities in the normal course of business. The
Company is financed substantially through equity and debt funding,
upon which the company is reliant to fund its operations until
positive cash flow is generated from ongoing business operations. A
successful public offering was made on May 7, 2015. In addition the
Company has received additional financing in the amount of $21.7
million secured against the facility and $5.5 million from PACE
financing. As such, the Directors have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for a period of no less than 12 months from the date of
signing these consolidated financial statements. Thus, the
Directors continue to adopt the going concern basis of
preparation.
These consolidated financial statements do not include any
adjustments to the carrying value or classification of recorded
asset amounts and carrying value or classification of liabilities
that might be necessary, should the Company be unable to continue
as a going concern.
C. Description of business
Verseon is an emerging pharmaceutical company that uses a
proprietary platform to design and develop new drug candidates.
Verseon has created a proprietary computational platform that can
model molecular interactions with sufficient accuracy to drive the
drug discovery process. For any disease program, the platform first
generates vast numbers of novel drug-like, synthesizable compounds
which are then computationally tested against a disease-causing
protein to identify the best binders, i.e., drug candidates that
could potentially treat the disease. These computationally designed
candidates are synthesized and sent through a series of disease
specific in vitro and in vivo tests to identify the best candidates
for clinical testing in humans. The Verseon process is disease
agnostic and can systematically yield drug candidates that cannot
be found with other current methods.
D. Summary of significant accounting policies
a. Basis of preparation and principles of consolidation: The
accompanying consolidated financial statements include the accounts
of the Company, consolidated with the accounts of all of its
subsidiaries and affiliates in which the Company holds a
controlling financial interest as of the financial statement date.
These consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States
of America ("US GAAP"). The financial information is presented in
United States Dollars ("$"). All intercompany amounts have been
eliminated.
b. Use of estimates: The preparation of the financial statements
in conformity with US GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities as on the date
of the financial statements and the reported amount of revenues and
expenses during the reported period. Actual results could differ
materially from those estimates.
c. Research and development expenses: The Company's research and
development expenses include, but are not limited to, wages and
related benefits, including stock-based compensation, facilities,
supplies, external services, and other expenses that are directly
related to its research and development activities. Research and
development costs are expensed as they occur. When payments for
research and development services are made prior to the services
being rendered, those amounts are recorded as prepaid assets on the
consolidated balance sheet and are expensed as the services are
provided. For the six months ended June 30, 2018 and 2017, research
and development expenses were $7.0 million and $6.6 million,
respectively.
d. Foreign currency: The Company records foreign currency
transaction gains and losses, realized and unrealized, and foreign
exchange gains and losses due to re-measurement of monetary assets
and liabilities denominated in foreign currency as currency
exchange gains or losses in the consolidated statements of
operations and comprehensive loss. For the six months ended June
30, 2018 and 2017, the Company recorded a loss of $0.0 million and
$0.4 million respectively.
e. Cash equivalents and investments: The Company considers
investments in highly liquid instruments that are purchased with
original maturities of three months or less to be cash equivalents.
The Company limits its concentration of risk by diversifying its
investments among a variety of issuers. All investments are
classified as available for sale and are recorded at fair value
based on quoted prices in active markets or based upon other
observable inputs, with unrealized gains and losses excluded from
earnings and reported in other comprehensive loss. Purchase
premiums and discounts are recognized in interest income using the
interest method over the terms of the securities. Realized gains
and losses and declines in fair value that are deemed to be other
than temporary are reflected in the consolidated statement of
operations. The cost of securities sold is based on the
specific-identification method.
f. Fair value of financial instruments: The carrying amounts of
certain of the Company's financial instruments, including cash
equivalents and short-term investments, approximate their fair
value. Fair value is considered to be the price at which an asset
could be exchanged or a liability transferred in an orderly
transaction between knowledgeable, willing parties in the principal
or most advantageous market for the asset or liability. Where
available, fair value is based on or derived from observable market
prices or other observable inputs. Where observable prices or
inputs are not available, valuation models are applied. The
valuation techniques involve estimation and judgment, the degree of
which is dependent on the price transparency for the instruments or
market and the instruments' complexity.
g. Concentration of credit risk: The Company invests in a
variety of financial instruments and, by its policy, limits the
amount of credit exposure with any one issuer, industry or
geographic area.
h. Property and equipment, net: Property and equipment are
stated at cost less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful
lives. The estimated useful lives of assets are as follows:
Estimated useful life
------------------------- ---------------------
Computer and peripherals 2 years
Lab equipment 5 years
Office equipment 5 years
Furniture and fittings 5 years
Building 20 years
------------------------- ---------------------
i. Impairment of long-lived assets: The Company reviews
long-lived assets, including property and equipment, for impairment
whenever events or changes in business circumstances indicate that
the carrying amount of the assets may not be fully recoverable. An
impairment loss would be recognized when estimated undiscounted
future cash flows expected to result from the use of an asset are
less than its carrying amount. The impairment loss would be based
on the excess of the carrying value of the impaired asset over its
respective fair value. To date, the Company has not recorded any
impairment losses.
j. Leased assets: Under ASC 842, the Company as a lessee
recognizes a "right-of-use" asset and lease liabilities in the
balance sheet measured at the present value of the unavoidable
future lease payments. The "right-of-use" asset is amortized and
interest on lease liabilities is recognized over the lease term.
For a lease classified as a finance lease the "right-of-use" asset
is generally depreciated on a straight-line basis over the lease
term and the interest expense is recognized on an effective
interest expense method, which results in the aggregate income
statement charge being front-loaded. For a lease classified as an
operating lease the total lease expense is recognized on a
straight-line basis so that as the interest expense declines over
the lease term the amortization of the right-of-use asset increases
in order to provide a constant expense profile.
The Company has elected to not apply ASC 842 to short-term
leases defined as one with a term of 12 months or less that does
not include a purchase option that the Company is reasonably likely
to exercise. For such short-term leases the Company recognizes the
lease payments on a straight-line basis over the lease term.
k. Loans: The Company capitalizes the issuance costs incurred
and amortizes them over the term of the loan. The loan balances are
presented net of unamortized issuance costs.
l. Income taxes: Income taxes are accounted for under the asset and liability method.
i. Current income taxes: The Company assesses its current income
tax expense based upon the taxes due in each of its operating tax
jurisdictions, which are comprised of the U.S., Australia and
India. The Company has its Indian subsidiary, VIPL, which is
dormant and not incurring any taxes. The Company is located in the
United States with all of its operating expenses occurring within
this tax jurisdiction. Payments of advance taxes and income taxes
payable in the same tax jurisdictions are offset.
ii. Deferred income taxes: Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to
differences between the financial information carrying amounts of
assets and liabilities and their respective tax basis, operating
loss carry forwards, and tax credits. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Valuation allowances are
recorded to reduce deferred tax assets when it is more likely than
not that a tax benefit will not be realized. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized
in the Consolidated Statements of Operations in the period of
change.
Uncertain tax positions are recognized using the
more-likely-than-not threshold determined solely based on technical
merits that the tax positions will be sustained upon examination by
a taxing authority that has full knowledge of all relevant
information. Tax positions that meet the recognition threshold are
measured as the largest amount of benefit that is greater than
fifty percent likely of being realized upon settlement.
m. Property Assessed Clean Energy ("PACE") program: Under the
terms of the PACE agreement, the amount is repayable through annual
property tax assessment over 25 years. The annual property tax
liability arises once the annual assessment is received and will be
treated as property tax expense. The PACE outstanding balance will
be reduced by the property tax expense recognized.
n. Net loss per share: In accordance with the provisions of ASC
Topic 260, "Earnings per Share", basic loss per share is computed
by dividing the net loss attributable to stockholders of the
Company by the weighted average number of shares outstanding during
the period. Diluted earnings per share are computed on the basis of
the weighted average number of common and dilutive common
equivalent shares outstanding during the period. Potentially
dilutive shares are excluded when the effect would be to increase
diluted earnings per share or reduce diluted losses per share. The
following potentially dilutive securities were excluded from the
calculation of diluted net loss per share due to their anti-
dilutive effect:
Six months ended
June 30, 2018,
2017
=================================== =======================
2018 2017
Unaudited
=================================== ========== ===========
Options to purchase Common Stock 3,140,457 1,557,925
Warrants to purchase Common Stock 2,295,523 2,351,965
Restricted Stock Units 50,745 76,359
=================================== ========== ===========
Total 5,486,725 3,986,249
=================================== ========== ===========
o. Stock-based compensation: The Company accounts for
stock-based compensation using the Black-Scholes pricing model to
determine the fair value of stock option and warrant grants. The
stock-based compensation cost is generally recognized over the
vesting period of the equity grant. For grants to employees, the
cost is recognized over the requisite service period.
The Black-Scholes option-pricing model requires the use of
highly subjective and complex assumptions, including the expected
stock-price volatility, the expected term of the grants, risk-free
interest rate, and expected dividends, which play a significant
role in determining the fair value of stock-based awards. As
sufficient trading history does not yet exist for our Common Stock,
our estimate of the expected stock-price volatility is based on
various factors including the volatility of the shares of
comparable publicly traded companies in the industry. The expected
term of the grants is based on the vesting date and the contractual
term. The risk-free interest rate is based on the U.S. Treasury
yield for a term consistent with the expected term of the grants.
The Company has no history or expectation of paying dividends on
its Common Stock.
Total stock-based compensation expense recognized associated
with stock options, warrants and restricted stock units was as
follows:
Six months ended
June 30, 2018
and 2017
====================================== ==================================
2018 2017
(US $'000) Unaudited
====================================== ===================== ===========
Research and development General and
administrative 307 149
336 0
====================================== ===================== ===========
Total 643 149
====================================== ===================== ===========
p. Recently issued accounting standards: In May 2014, the
Financial Accounting Standards Board ("FASB") issued Accounting
Standards Update ("ASU") 2014-09 "Revenue from Contracts with
Customers (Topic 606)." The standard's core principle is that a
reporting entity will recognize revenue when it transfers promised
goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in
exchange for those goods or services. In August 2015, the FASB
decided to postpone the effective date of the new standard by one
year. The standard was effective for the Company in the first
quarter of 2018. Since the Company has yet to report revenue, the
adoption of this standard did not impact its consolidated financial
statements.
The FASB issued ASU No. 2016-02, ASU No. 2018-10 and ASU No.
2018-11 "Leases (Topic 842)", which establishes the principles to
report transparent and economically neutral information about the
assets and liabilities that arise from leases. It requires lessees
to recognize the lease assets and lease liabilities that arise from
leases in the statement of financial position and to disclose
qualitative and quantitative information about lease transactions,
such as information about variable lease payments and options to
renew and terminate leases. The new standard will be effective for
the fiscal year 2019 and annual periods and interim periods
thereafter, however the Company has elected to early adopt Topic
842.
In June 2016, the FASB issued ASU No. 2016-13, "Financial
Instruments- Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments", which aims to provide financial
statement users with more decision-useful information about the
expected credit losses on financial instruments and other
commitments to extend credit held by a reporting entity at each
reporting date. It replaces the incurred loss impairment
methodology in current GAAP with a methodology that reflects
expected credit losses and requires consideration of a broader
range of reasonable and supportable information to inform credit
loss estimates. The standard is effective for the fiscal year 2020
and annual periods and interim periods thereafter. Early adoption
is permitted. The Company is currently evaluating the impact of
adopting this guidance on its consolidated financial
statements.
In May 2017, the FASB issued ASU No. 2017-09 and ASU 2018-07
(ASC Topic 718), "Stock Compensation: Scope of Modification
Accounting". The amendments in this ASU provide guidance about
which changes to the terms or conditions of a share-based payment
award require an entity to apply modification accounting. The
Company is required to adopt the guidance in the first quarter of
fiscal year 2019. Early adoption is permitted. The Company is in
the process of assessing the impact of this ASU on its consolidated
interim report.
Only the updates that the Company believes are relevant to its
operations have been included here.
E. Notes to financial information
1. Cash, cash equivalents, and short term investments
The amortized cost and fair value of cash equivalents and
investments at June 30, 2018 and December 31, 2017 were as
follows:
June 30, 2018
------------------------------------- ---------------------------------------------------------------
Amortized Gross unrealized
cost Losses Fair
(US $'000) value
------------------------------------- ------------------------- --------------------------- -------
Certificate of deposits 3 - 3
Total available-for-sale securities 3 - 3
===================================== ========================= =========================== =======
Classified as:
Cash equivalents * 1
Short-term investments 2
Total available-for-sale securities 3
===================================== ========================= =========================== =======
December 31, 2017
===================================== ===============================================================
Amortized Gross unrealized
cost losses Fair
(US $'000) value
===================================== ========================= =========================== =======
Certificate of deposits 4,080 - 4,080
Municipal securities 910 - 910
Government sponsored agencies 3,337 - 3,337
Total available-for-sale securities 8,327 - 8,327
===================================== ========================= =========================== =======
Classified as:
========================= ===========================
Cash equivalents * -
========================= ===========================
Short-term investments 8,327
Long-term investments -
===================================== ========================= =========================== =======
Total available-for-sale securities 8,327
===================================== ========================= =========================== =======
* Cash and cash equivalents at June 30, 2018 of $19,242 thousand
comprises cash of $19,241 thousand and cash equivalents of $1
thousand, as compared to cash and cash equivalents of $3,290
thousand at December 31, 2017, which comprises cash of $3,290
thousand and cash equivalents of $0 thousand.
All available-for-sale securities held as of June 30, 2018 and
December 31, 2017 had contractual maturities of less than two years
and high quality investment grade ratings. Realized gains on
available-for-sale securities for the six months ended June 30,
2018 were $10 thousand and were recorded as interest income, as
compared to the realized gains on available-for-sale securities of
$163 thousand for the year ended December 31, 2017.
In accordance with the guidance of Accounting Standards
Codification ("ASC") Top 820, "Fair Value Measurement", fair value
is estimated by applying the following hierarchy, which prioritizes
the inputs used to measure fair value into three levels and bases
the categorization within the hierarchy upon the lowest level of
input that is available and significant to the fair value
measurement:
Level 1-Quoted prices in active markets for identical assets or
liabilities.
Level 2-Observable inputs other than quoted prices in active
markets for identical assets and liabilities, quoted prices for
identical or similar assets or liabilities in inactive markets, or
other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the
assets or liabilities.
Level 3-Inputs that are generally unobservable and typically
reflect management's estimate of assumptions that market
participants would use in pricing the asset or liability.
The Company's financial assets and liabilities subject to fair
value measurements on a recurring basis and the level of inputs
used in such measurements are as follows as of June 30, 2018 and
December 31, 2017:
(US $'000) June 30, 2018
Description
========================= ======================================================
Level 1 Level 2 Level 3 Total
========================= ==================== =========== ========== =======
Certificate of deposits - 3 - 3
Total - 3 - 3
========================= ==================== =========== ========== =======
(US $'000) December 31, 2017
Description
========================= ==========================================================
Level 1 Level 2 Level 3 Total
========================= ============== ============== ============== ==========
Certificate of deposits - 4,080 - 4,080
Municipal bonds - 910 - 910
Government sponsored
agencies - 3,337 - 3,337
Total - 8,327 - 8,327
========================= ============== ============== ============== ==========
2. Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of:
June 30, 2018
and December 31,
2017
======================================= =================================
(US $'000) 2018 2017
======================================= ================ ===============
Prepaid expenses and other current
assets:
Equipment related deposits 412 928
Facilities related deposits - 418
Operating lease(s) related deposits 38 56
Equipment maintenances and software
licenses 45 91
Insurance premium 82 42
Prepaid interest 1,073 -
Other 47 275
======================================= ================ ===============
Prepaid expenses and other current
assets 1,697 1,810
======================================= ================ ===============
3. Fixed Assets
June 30, 2018
and December 31,
2017
================================ =================================
(US $'000) 2018 2017
================================ ================ ===============
Land and building
Land and building 45,094 38,314
Less: Accumulated depreciation (37) -
---------------- ---------------
Land and building net 45,057 38,314
---------------- ---------------
Other property and equipment
Lab equipment 2,029 2,328
Office equipment 4 4
Computer and peripherals 868 867
Furniture and fittings 226 226
================================ ================ ===============
Total 3,127 3,425
Less: Accumulated depreciation (1,376) (1,011)
================================ ================ ===============
Property and equipment, net 1,751 2,414
================================ ================ ===============
Depreciation expense was $0.4 million and $0.2 million for the
six months ended June 30, 2018 and 2017, respectively.
4. Lease
In March 2018, the Company entered into a Finance Lease
agreement with a vendor in respect of laboratory equipment. The
agreement entails financing of equipment costing $0.55 million,
with a 20% deposit. The financing carries a fixed 5.8% interest for
2 years, with an option to purchase the equipment for $1 at the end
of the lease period. The lease is determined to be a finance lease
under ASC 842.
Gross amounts payable (US $'000)
----------------------- --------------------------------
Within 1 year 117
Within 1-2 years 233
Within 2-3 years 117
Impact of discounting (27)
Total 440
----------------------- --------------------------------
5. Nirog
The consolidated financial statements presented include
financial position and performance of Nirog Therapeutics LLC
("Nirog"), a Delaware limited liability company. Nirog was
established in September 2009 as a vehicle to fund the research and
development of the Company's anticoagulation program. The Company
has been investing in Nirog and as a consequence owned 80.1% and
79.9% of the outstanding equity of Nirog as of June 30, 2018 and
December 31, 2017, respectively.
6. Accrued liabilities
Accrued liabilities consist of:
June 30, 2018
and December 31,
2017
============================= =================================
(US $'000) 2018 2017
============================= ================ ===============
Professional services-audit 61 91
Professional services-Other 283 402
Facility buildout 263 668
Legal services 91 84
Vacation accrual 636 534
Various operating accruals 57 123
Total accrued liabilities 1,391 1,902
============================= ================ ===============
7. Debts
In September 2017, VRH1, a wholly owned subsidiary of Verseon,
secured financing for energy-related upgrades to its property via
the Property Assessed Clean Energy (PACE) program in the amount of
up to $8.65 million subject to achievement of certain milestones.
PACE is a state-legislated framework providing long-term financing
for energy efficiency, renewable energy, and water conservation
projects that is repaid through property assessments. PACE is
non-recourse financing that is also non-accelerating and
transferable upon property sale. The financing carries a fixed
6.50% interest for 25 years and the term of the property assessment
is 25 years. These funds will be used for building and installation
of a natural gas plant and solar power panels along with other
energy efficiency upgrades, all of which will allow the Company to
significantly reduce its ongoing power-related operational costs.
As of June 30, 2018 and December 31, 2017, based on milestones
achieved to date, the Company had received a payment of $5.1
million and $2.6million respectively which is net of charges
incurred of $0.4m to be amortized over the life of the loan.
On June 13, 2018, VRH1 closed a $22.7 million financing (the
"Financing") with MCREIF SubREIT LLC (t/a Money 360) secured on the
Company's custom-built research, development, and operations
facility in Fremont, California (the "Facility"). Of the total
amount of the Financing, $21.7 million has been received on
closing, with an additional $1 million available to be drawn at a
future date for facilities-related expenses. Charges incurred of
$0.7 million have been netted against the loan and will be
amortized over the life of the loan
The Financing is an interest-only mortgage facility which
carries an annual interest rate of 8.0 percent and is repayable
after 24 months, with an option to extend for up to a further 12
months. The documentation entered into in relation to the Financing
contains customary financial covenants and is based on a
loan-to-value of approximately 50 percent. The proceeds of the
Financing will be used for Verseon's drug programs and
operations.
The components of the debt are as follows:
June 30, 2018
and December 31,
2017
======================================= =================================
(US $'000) 2018 2017
======================================= =================== ============
PACE financing 5,589 3,011
Money 360 21,700 -
------------------- ------------
Total Debt 27,289 3,011
Less: Unamortized debt issuance costs (1,118) (439)
======================================= =================== ============
Total 26,171 2,572
Less: Current portion of long-term - -
debt
======================================= =================== ============
Total 26,171 2,572
======================================= =================== ============
8. Income taxes
The Company did not record a federal or state current or
deferred income tax provision or benefit for the six months ended
June 30, 2018 and year ended December 31, 2017 due to the losses
incurred in the corresponding periods, as well as the Company's
continued maintenance of full valuation allowance against its net
deferred tax assets. The Company's income tax provision of $nil in
said periods represents an effective tax rate of 0%.
At June 30, 2018, the Company had federal and state Net
Operating Loss ("NOL") carry forwards of approximately $62.9
million and $64.2 million, respectively, which expire at various
dates through 2037 if not utilized. At June 30, 2018 the Company
had federal and state research credit carry forwards that totaled
$2.3 million and $1.8 million, respectively, which expire at
various dates through 2037 if not utilized.
During the six months ended June 30, 2018, the only change in
the balance of gross uncertain tax benefits was an increase of $0.1
million related to current year and prior year tax positions. At
June 30, 2018, the balance of gross uncertain tax benefits was $1.3
million as compared to $1.2 million as of December 31, 2017. All of
the unrecognized tax benefits would, if recognized, reduce the
Company's annual effective tax rate. The Company currently has a
full valuation allowance against its net deferred tax assets which
would impact the timing of the effective tax benefit should any of
the uncertain tax positions be favorably settled in the future.
The components of the Deferred Tax Assets were calculated using
the federal statutory income tax rate of 21% and the state
statutory income tax rate of 7% for both 2018 and 2017
respectively. The Company's deferred tax assets differ from
deferred income tax assets computed by applying the federal
statutory income tax rate of 21% to the loss before income taxes
principally due to the effect of (i) stock based compensation
expenses of $0.6 million (2017: $0.2 million) for which there is no
associated income tax deduction; (ii) losses in Nirog not
attributable to the Company; and (iii) the effect of losses
incurred by the Company for which the potential deferred tax asset
has a full valuation allowance.
The components of the deferred tax assets are as follows:
June 30, 2018
and December 31,
2017
====================================== =================================
(US $'000) 2018 2017
====================================== ================ ===============
Deferred tax assets:
Net operating loss carry forwards 17,710 15,129
R&D credit carry forwards 2,767 2,507
Depreciation and amortization 148 127
Accruals and reserves 178 150
====================================== ================ ===============
Total deferred tax assets 20,803 17,913
Less valuation allowance (20,803) (17,913)
====================================== ================ ===============
Total - -
====================================== ================ ===============
Based on available objective evidence, management believes it is
likely that the deferred tax assets will not be realized.
Accordingly, the Company has provided a full valuation allowance
against its net deferred tax assets at June 30, 2018 and December
31, 2017.
The Tax Reform Act of 1986 limits the use of net operating loss
carry forwards in certain situations where changes occur in the
stock ownership of the Company. In the event that the Company has
had a change in ownership, utilization of net operating loss carry
forwards would be limited.
The tax years 2007 to 2017 remain open to regular examination of
their income tax returns and other related tax-fillings by the
Internal Revenue Service and state tax authorities. There are no
prior or current year tax returns under audit by tax authorities,
and management is not aware of any impending audits.
The net impact of the corporate tax rate reduction resulting
from the Tax Cuts and Jobs Act of 2017 was a reduction in net
deferred tax asset of $4.2 million.
9. Net loss per share
Basic net loss per share is computed by dividing net loss by the
average number of shares outstanding each period. The Company
calculates the dilutive effects of both the warrants and stock
options utilizing the treasury stock method. All warrants and
options were anti-dilutive in all the periods presented. The
weighted average shares for basic earnings per share calculation
consists of the following:
June 30, 2018 June 30,2017
=================================================================================== ============
Weighted average shares-basic 151,539,063 151,429,539
=============================== ================================================== ============
The components of basic and diluted earnings per share were as
follows:
2018 2017
================================================= ============
Net loss attributable to Verseon
Corporation $(10,149,000) $(8,839,000)
Average outstanding shares
Basic 151,539,063 151,429,539
Diluted * 151,539,063 151,429,539
Net loss per share
Basic $(0.07) $(0.06)
Diluted * $(0.07) $(0.06)
================================== ============= ============
* Diluted earnings per share are the same as basic earnings per
share since the impact of the dilutive instruments on earnings per
share is antidilutive.
10. Segment reporting
ASC Topic 280 "Segment reporting" establishes standards for the
way that public business enterprises report information about
business segments and related disclosures about products and
services, geographical areas, and major customers.
The Chief Executive Officer ("CEO") of the Company has been
identified as the Chief Operating Decision Maker as defined by ASC
Topic 280. The CEO of the Company allocates resources based upon
information related to its one operating segment, pharmaceutical
research based in the United States. Accordingly, the Company has
concluded they have one reportable segment.
11. Concentration of credit risk
Financial instruments that potentially subject the Company to
concentrations of credit risk principally consist of cash, cash
equivalents, short-term and long-term investments.
All cash, cash equivalents, and marketable securities
investments are held in the United States as of June 30, 2018 and
December 31, 2017. All marketable securities investments as of June
30, 2018 had high quality investment grade ratings. At times, cash
balances may exceed federally insured amounts and potentially
subject the Company to a concentration of credit risk. To limit the
credit risk, the Company invests its excess cash primarily in high
quality securities such as money market funds. Management believes
that no significant concentration of credit risk exists with
respect to these cash and marketable securities investment balances
because of its assessment of the credit worthiness and financial
viability of the respective financial institutions.
12. Related-party transactions
"Loan receivable from stockholders" refers to employees and
consultants of the Company who purchased their shares through the
issuance of promissory notes by the Company. Total loan receivable
from stockholders at June 30, 2018 and December 31, 2017 were $15.2
million and $15.1 million, respectively.
During 2017, one of Nirog Therapeutics' Board member Ronald Kass
exercised Nirog 7,812 Preferred B2 Warrants (previously granted
before January 2017), exercised 6,513 Verseon Common Warrants and
14,044 Verseon Class Z Warrants.
13. Stockholder's equity
As of June 30, 2018 and December 31, 2017, the Company had
151,557,053 shares and 151,489,789 shares of Common Stock
outstanding, not including 42,917 shares and 42,917 shares in
treasury, for the respective periods, and no shares of Preferred
Stock outstanding.
2015 Equity incentive plan
In April 2015, the Company adopted the Verseon Corporation 2015
Equity Incentive Plan (the "2015 Plan"). The 2015 Plan provides for
the grant of stock options, stock appreciation rights, restricted
stock, restricted stock units, performance units, performance
shares, cash-based awards, and other stock-based awards to
non-employee directors, officers, employees, advisors, consultants,
and independent contractors. An aggregate of 15,000,000 shares of
Common Stock was initially available for grant pursuant to awards
under the 2015 Plan. The 2015 Plan contains a provision that
provides annual increases in the number of Common Stock available
for delivery pursuant to awards on each January 1st beginning
January 1, 2016, and ending on (and including) January 1, 2025.
Such annual increase equals to 2% of the total shares of Common
Stock outstanding on December 31st of the preceding calendar year;
provided that the Board decides, prior to the first day of any
calendar year, that there will be no increase or a lesser increase
for such calendar year. In September 2015, the plan was amended to
limit the annual increase of incentive stock option shares
available for grant to a maximum of 3,000,000 shares. A total of
17,731,387 and 17,760,825 shares were available for grant under the
2015 Plan as of six months ended June 30, 2018 and December 31,
2017, respectively.
Loan receivable from stockholders
The Company issued promissory notes to employees and consultants
to purchase shares of the Company's stock and recorded them as
"Loan receivable from stockholders." Total loan receivable from
stockholders at June 30, 2018 and December 31, 2017 were $15.2
million and $15.1 million, respectively.
14. Restricted Stock Units (RSU)
In 2015, the Company began issuing RSU to certain employees and
consultants under the 2015 Plan. The RSU are valued at the closing
price of the Company's Common Stock on the date of grant. The
restricted stock unit activity for the six months ended June 30,
2018 and year ended December 31, 2017 is summarized as follows:
Weighted
average
Shares grant date
fair value
per share
($)
=============================================== =====================
Awarded and unvested at December
31, 2016 76,357 2.87
Granted in 2017 72,288 1.66
Vested in 2017 (71,078)(*) 2.25
================================== =========== =====================
Awarded and unvested at December
31, 2017 77,567 2.32
================================== =========== =====================
Granted in 2018 _ _
Vested in 2018 (26,822) 2.22
================================== =========== =====================
Awarded and unvested at June
30, 2018 50,745 2.36
================================== =========== =====================
A total of $0.05 million and $0.07 million was recorded as
stock-based compensation expenses in for the six months ended June
30, 2018 and 2017 respectively for RSU granted. As of June 30,
2018, there was $0.1 million of unrecognized compensation expense
associated with unvested RSUs, which is expected to be recognized
over a weighted-average period of 1.2 years as compared to $0.2
million of unrecognized compensation expense associated with
unvested RSU with a weighted-average period of 1.4 years in
2017.
*Includes 24,096 shares vested in 2017 that were admitted to AIM
in January 2018.
15. Warrants
In April 2015, all outstanding warrants were amended to be
exercisable for shares of the Company's Common Stock from Class A,
Class B Preferred Stock, and Class Z Common Stock. There was no
Class C Preferred Stock outstanding. Common Warrants and Common Z
Warrants are exercisable into one share of Common Stock. Preferred
A Warrants and Preferred B Warrants are exercisable into two shares
of Common Stock.
A total of $0.06 million and $0.06million was recorded as
stock-based compensation expenses in six months ended June 30, 2018
and 2017 for warrants.
A total of 21,052 Preferred A Warrants was outstanding and
exercisable at June 30, 2018 at a weighted-average exercise price
of $0.95 per share and with weighted-average remaining life of 3.7
years. There was no Preferred A Warrant activity in 2018 and 2017.
A total of 71,302 Preferred B Warrants was outstanding and
exercisable at June 30, 2018 at a weighted-average exercise price
of $2.54 per share and with weighted-average remaining life of 0.7
years. There was no Preferred B Warrant activity in 2018 and
2017.
The following is a summary of the status of the Company's
outstanding stock warrants as of June 30, 2018 and December 31,
2017 and changes that occurred during each time period:
Weighted- Weighted-
Number of average average
Common exercise remaining
Warrants price life
($) (Years)
============================================================================================================== =============== ================
Outstanding at December
31, 2016 1,890,713 3.59 3.3
----------------------------------------------------------- ------------------------------------------------- --------------- ----------------
Exercised in 2017 (6,513) - -
Outstanding at December
31, 2017 1,884,200 3.62 2.3
----------------------------------------------------------- ------------------------------------------------- --------------- ----------------
Exercised in 2018 (16,346) 2.5 _
Cancelled in 2018 (19,539) 2.5 _
Outstanding at June 30,
2018 1, 848,315 3.68 1.9
=========================================================== ================================================= =============== ================
Exercisable at June 30,
2018 1,773,315 3.68 1.9
=========================================================== ================================================= =============== ================
Weighted- Weighted-
Number of average average
Common Z exercise remaining
Warrants price life
($) (Years)
================================================================================================================ ================ =================
Outstanding at December 31,
2016 276,544 0.22 2.9
Exercised in 2017 (14,044) 0.23 _
Outstanding and exercisable
at December 31, 2017 262,500 0.22 2.0
==================================================================== ========================================== ================ =================
Exercised in 2018 _ _ _
Outstanding and exercisable
at June 30, 2018 262,500 0.22 1.5
==================================================================== ========================================== ================ =================
Nirog
Nirog did not issue any warrants during the six months ended
June 30, 2018. There were no Common Z Warrants or Preferred A
Warrants outstanding as of June 30, 2018 and December 31, 2017.
A total of 47,447 Preferred B2 Warrants was outstanding and
exercisable at June 30, 2018 at a weighted-average exercise price
of $0.80 per share and with weighted-average remaining life of 0.58
years. In 2018 there was no Preferred B2 Warrant activity. In 2017,
7,812 Preferred B2 Warrants were exercised with a weighted-average
exercise price of $0.80, respectively. In 2017, 2,468 Preferred B2
Warrants were cancelled. A total of 102,128 Preferred C1 Warrants
was outstanding and exercisable at June 30, 2018 at a
weighted-average price of $0.90 per share and with weighted-average
remaining life of 0.6 years. There was no Preferred C1 Warrant
activity in 2017 and 2018. A total of 5,250 Preferred C2 Warrants
was outstanding and exercisable at June 30, 2018 at a
weighted-average exercise price of $1.00 per share and with
weighted-average remaining life of 0.85 years. There was no
Preferred C2 Warrant activity in 2018 and 2017.
On December 31, 2017, Nirog appointed Ronald Kass as a Director.
Nirog did not issue any warrants during the six months ended June
30, 2018 and year ended December 31, 2017.
16. Stock options and stock grants
Verseon
The activity in the Company's option grants during the six
months ended June 30, 2018 and year ended on December 31, 2017 are
set out in the table below:
Weighted- average Weighted-
Number of exercise price average remaining
options ($) life
(Years)
====================================== ======================== =========================
Outstanding at December
31, 2016 1,990,825 2.31 8.7
Granted in 2017 2,269,665 1.90 9.62
Exercised in 2017 (50,508) 0.25 _
Cancelled in 2017 (1,098,963) 2.00 _
========================= =========== ======================== =========================
Outstanding at December
31, 2017 3,111,019 2.13 9.07
Granted in 2018 199,000 1.61 9.62
Exercised in 2018 _ _ _
Cancelled in 2018 (169,562) 2.15 _
Outstanding at June 30,
2018 3,140,457 2.90 8.74
------------------------- ----------- ------------------------ -------------------------
Exercisable at June 30,
2018 1,245,315 2.36 8.46
========================= =========== ======================== =========================
In the six months ended June 30(th) 2018 and 2017, stock based
compensation expense for stock options was $0.5 million and $0.02
million, respectively. The weighted average grant date fair value
of the Common Stock options granted in 2018 was $0.83 per share, as
compared to $0.89 per share in 2017.
For details of the variables used by the Company in the
Black-Scholes option pricing model for the six months ended on June
30, 2018 and the year ended on December 31, 2017, see the following
table:
Six months ended
June 30, 2018
and year ended
December 31, 2017
================================== =========================
2018 2017
================================== =========== ============
Expected volatility 50% 50%
Expected dividend yields 0% 0%
Expected risk-free interest rate 2.6%-2.8% 1.95%-2.1%
Expected life of options 5-6 years 5-6 years
================================== =========== ============
Nirog
The Nirog Unit Option Plan provides for both incentive and
non-qualified unit options. Unit option grants generally vest over
a two-year period from the unit option grant date. In December
2017, Nirog adopted a new Stock Option Plan and 5,000,000 shares
were allocated. No options were issued in 2018 and 2017.
As of June 30, 2018 and December 31 2017, there were 5,130,667
unit options available for grant.
17. Subsequent events
As at August 8, 2018, the date the accounts were available to be
issued, there were no reportable subsequent events.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR LIFLETDITIIT
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August 08, 2018 02:01 ET (06:01 GMT)
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