Exhibit 99.1
Affimed N.V.
Unaudited consolidated statements of comprehensive loss
(in € thousand)
For the three months ended March 31 | ||||||||||||
Note | 2024 | 2023 | ||||||||||
Revenue | 3 | 155 | 4,510 | |||||||||
Other income – net | 177 | 410 | ||||||||||
Research and development expenses | (15,391 | ) | (29,531 | ) | ||||||||
General and administrative expenses | (4,476 | ) | (6,850 | ) | ||||||||
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Operating loss | (19,535 | ) | (31,461 | ) | ||||||||
Finance income / (costs) – net | 4 | 360 | (519 | ) | ||||||||
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Loss before tax | (19,175 | ) | (31,980 | ) | ||||||||
Income taxes | 0 | (3 | ) | |||||||||
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Loss for the period | (19,175 | ) | (31,983 | ) | ||||||||
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Total comprehensive loss | (19,175 | ) | (31,983 | ) | ||||||||
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Basic and diluted loss per share in € per share (undiluted = diluted) | (1.27 | ) | (2.14 | ) | ||||||||
Weighted number of common shares outstanding | 15,129,952 | 14,933,934 |
The notes are an integral part of these condensed consolidated interim financial statements.
Affimed N.V.
Consolidated statements of financial position
(in € thousand)
Note | March 31, 2024 (unaudited) | December 31, 2023 | ||||||||||
ASSETS | ||||||||||||
Non-current assets | ||||||||||||
Intangible assets | 22 | 25 | ||||||||||
Leasehold improvements and equipment | 2,404 | 4,905 | ||||||||||
Right-of-use assets | 5,970 | 8,039 | ||||||||||
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8,396 | 12,969 | |||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 14,348 | 38,529 | ||||||||||
Investments | 5 | 34,158 | 33,518 | |||||||||
Other financial assets | 6 | 869 | 851 | |||||||||
Trade and other receivables | 7 | 6,038 | 5,327 | |||||||||
Inventories | 0 | 463 | ||||||||||
Other assets and prepaid expenses | 8 | 6,044 | 5,500 | |||||||||
Assets held for sale | 9 | 700 | 0 | |||||||||
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62,157 | 84,188 | |||||||||||
TOTAL ASSETS | 70,553 | 97,157 | ||||||||||
EQUITY AND LIABILITIES | ||||||||||||
Equity | ||||||||||||
Issued capital | 1,523 | 1,500 | ||||||||||
Capital reserves | 595,674 | 593,666 | ||||||||||
Fair value reserves | (1,231 | ) | (1,231 | ) | ||||||||
Accumulated deficit | (555,303 | ) | (536,128 | ) | ||||||||
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Total equity | 10 | 40,663 | 57,807 | |||||||||
Non current liabilities | ||||||||||||
Borrowings | 12 | 4,966 | 6,319 | |||||||||
Contract liabilities | 3 | 309 | 464 | |||||||||
Lease liabilities | 4,300 | 6,660 | ||||||||||
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Total non-current liabilities | 9,575 | 13,443 | ||||||||||
Current liabilities | ||||||||||||
Trade and other payables | 12,891 | 18,916 | ||||||||||
Borrowings | 12 | 5,833 | 5,833 | |||||||||
Lease liabilities | 972 | 539 | ||||||||||
Contract liabilities | 3 | 619 | 619 | |||||||||
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Total current liabilities | 20,315 | 25,907 | ||||||||||
TOTAL EQUITY AND LIABILITIES | 70,553 | 97,157 |
The notes are an integral part of these condensed consolidated interim financial statements.
Affimed N.V.
Unaudited consolidated statements of cash flows
(in € thousand)
For the three months ended March 31 | ||||||||||||
Note | 2024 | 2023 | ||||||||||
Cash flow from operating activities | ||||||||||||
Loss for the period | (19,175 | ) | (31,983 | ) | ||||||||
Adjustments for the period: | ||||||||||||
- Income taxes | 0 | 3 | ||||||||||
- Depreciation and amortization | 2,090 | 289 | ||||||||||
- Net loss on disposal of leasehold improvements and equipment | 46 | 0 | ||||||||||
- Loss from write-down of inventories | 456 | 0 | ||||||||||
- Share-based payments | 11 | 789 | 4,158 | |||||||||
- Finance income / (costs) – net | 4 | (360 | ) | 519 | ||||||||
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(16,154 | ) | (27,014 | ) | |||||||||
Change in trade and other receivables | (700 | ) | 655 | |||||||||
Change in inventories | 7 | (39 | ) | |||||||||
Change in other assets and prepaid expenses | (269 | ) | (2,781 | ) | ||||||||
Change in trade, other payables, provisions and contract liabilities | (6,460 | ) | (4,235 | ) | ||||||||
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(23,576 | ) | (33,414 | ) | |||||||||
Interest received | 104 | 520 | ||||||||||
Paid interest | (346 | ) | (347 | ) | ||||||||
Paid income tax | 0 | (3 | ) | |||||||||
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Net cash used in operating activities | (23,818 | ) | (33,244 | ) | ||||||||
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Cash flow from investing activities | ||||||||||||
Purchase of leasehold improvements and equipment, including upfront payments for right-of-use assets | (1 | ) | (8 | ) | ||||||||
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Net cash used for investing activities | (1 | ) | (8 | ) | ||||||||
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Cash flow from financing activities | ||||||||||||
Proceeds from issue of common shares, including exercise of share-based payment awards | 1,270 | 0 | ||||||||||
Transaction costs related to issue of common shares | (24 | ) | 0 | |||||||||
Repayment of lease liabilities | (205 | ) | (124 | ) | ||||||||
Repayment of borrowings | 12 | (1,458 | ) | (510 | ) | |||||||
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Net cash used for financing activities | (417 | ) | (634 | ) | ||||||||
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Exchange-rate related changes of cash and cash equivalents | 55 | (552 | ) | |||||||||
Net changes to cash and cash equivalents | (24,236 | ) | (33,886 | ) | ||||||||
Cash and cash equivalents at the beginning of the period | 38,529 | 190,286 | ||||||||||
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Cash and cash equivalents at the end of the period | 14,348 | 155,848 | ||||||||||
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The notes are an integral part of these condensed consolidated interim financial statements.
Affimed N.V.
Unaudited consolidated statements of changes in equity for the year
(in € thousand)
Note | Issued capital | Capital reserves | Fair Value reserves | Accumulated deficit | Total equity | |||||||||||||||||||
Balance as of January 1, 2023 | 1,493 | 582,843 | (1,231 | ) | (430,190 | ) | 152,915 | |||||||||||||||||
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Equity-settled share-based payment awards | 4,158 | 4,158 | ||||||||||||||||||||||
Loss for the period | (31,983 | ) | (31,983 | ) | ||||||||||||||||||||
Balance as of March 31, 2023 | 1,493 | 587,001 | (1,231 | ) | (462,173 | ) | 125,090 | |||||||||||||||||
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Balance as of January 1, 2024 | 1,500 | 593,666 | (1,231 | ) | (536,128 | ) | 57,807 | |||||||||||||||||
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Issue of common shares | 10 | 23 | 1,219 | 1,242 | ||||||||||||||||||||
Equity-settled share-based payment awards | 11 | 789 | 789 | |||||||||||||||||||||
Loss for the period | (19,175 | ) | (19,175 | ) | ||||||||||||||||||||
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Balance as of March 31, 2024 | 1,523 | 595,674 | (1,231 | ) | (555,303 | ) | 40,663 | |||||||||||||||||
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The notes are an integral part of these condensed consolidated interim financial.
1. Reporting entity
Affimed N.V. is a Dutch company with limited liability (naamloze vennootschap) and has its corporate seat in Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 60673389.
The condensed consolidated interim financial statements are comprised of Affimed N.V. and its controlled (and wholly owned) subsidiaries Affimed GmbH, Heidelberg, Germany and Affimed Inc., Delaware, USA (collectively “Affimed”, the “Company” or the “Group”). Previously the Group also included AbCheck s.r.o., Plzen, Czech Republic, however this wholly owned subsidiary was sold as of December 28, 2023.
Affimed is a clinical-stage biopharmaceutical company focused on discovering and developing highly targeted cancer immunotherapies. The Group’s product candidates are developed in the field of immuno-oncology, which represents an innovative approach to cancer treatment that seeks to harness the body’s own immune defenses to fight tumor cells. Affimed has its own development programs and strategic collaborations. The Group previously performed research services for third parties under service contracts at its former subsidiary, AbCheck.
In January 2024, Affimed announced a strategic restructuring which led to a reduction of its headcount by approximately 50% via the dissolution of its research and preclinical development departments. The Group incurred €1.6 million as termination expenses, with €1.5 million included in research and development expenses and €0.1 million included in general administrative expenses.
2. | Basis of preparation and changes to Group’s accounting policies |
Statement of compliance
The unaudited condensed consolidated interim financial statements (referred to as the “interim financial statements”) as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim financial statements do not include all the information and disclosures required in the consolidated annual financial statements and should be read in conjunction with Affimed N.V.’s annual consolidated financial statements as of December 31, 2023.
The interim financial statements were authorized for issuance by the Company’s Management Board on June 12, 2024.
Going concern
The interim financial statements have been prepared on the basis that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As a clinical-stage biopharmaceutical company, the Group has incurred operating losses since inception. As of March 31, 2024, the Group had an accumulated deficit of €555.3 million and total net equity of €40.7 million.
The Group expects it will incur operating losses for the foreseeable future due to, among other things, costs related to continued clinical programs and its administrative organization. Historically, Affimed has successfully financed its operations through income and revenues generated from collaborations, licensing, venture loans and equity issuances. According to its most recent business planning, current cash resources including short term investments totalling €48.5 million as of March 31, 2024, are projected to finance the Group into the second half of 2025.
We are advancing our product candidates through clinical development. Developing pharmaceutical products, including conducting preclinical studies and clinical studies, is expensive and highly regulated. In order to obtain necessary regulatory approval, we are required to conduct clinical studies for each of our product candidates and each of their indications. The Group’s clinical programs with acimtamig, AFM24 and AFM28 are still in the development stage. Any further development until market approval and successful financing is dependent on meaningful clinical trial results, among other factors. Achieving such results implies uncertainty, including relating to estimated costs for completing ongoing clinical programs, the timing for bringing such programs to market or for substantially partnering or out-licensing arrangements, among others. It is unknown when, if ever, material cash inflows may commence.
Based on the current operating and budget assumptions, management has concluded that the Group is able to continue as a going concern. Management is pursuing various financing alternatives to meet the Group’s future cash requirements, including the issuance of equity to existing or new shareholders, payments from arrangements with strategic partners and other sources.
Based on the quality of the Group’s clinical data, management believes that it will be able to obtain financing for the implementation of the Group’s business strategy. If the Company is not able to raise sufficient capital when needed, Affimed could be forced to delay, reduce or eliminate the Company’s product development programs and the ability to continue as a going concern would be uncertain. Based on management’s going concern assessment, the interim financial statements do not include any adjustments that may result from the outcome of these uncertainties.
As of March 31, 2024, the unissued part of our authorized share capital amounted to EUR 1,313,361, which would permit us to raise equity capital from the offer and sale of up to 13,133,612 shares pursuant to the authorizations to issue shares, and to restrict and/or exclude pre-emptive rights, granted to our management board at our annual general meeting held on June 25, 2019. At our annual general meeting on June 26, 2024, we are seeking shareholder approval to renew these authorizations of the management board, up to 100% of the issued and outstanding share capital as per the date of our annual general meeting on June 26, 2024 (i.e., up to 30,454,926 shares in the share capital of the company, based on an issued and outstanding share capital of 15,227,463.1). This authorization would permit us to raise equity capital from the offer and sale of up to 15,227,463 shares. If we do not receive the approval for these proposals at our annual meeting on June 26, 2024, we may not be able to raise equity capital from the sale of shares without shareholder approval or absent any other measure facilitating the issue of shares, which could further impair our ability to operate as a going concern.
Loss per share
Loss per common share is calculated by dividing the loss for the period by the weighted average number of common shares outstanding during the period.
On March 8, 2024, the Company effected a 1-for-10 reverse stock split of its outstanding common shares. According to IAS 33.64, the Group has adjusted the weighted average number of ordinary shares and the loss per share (diluted/undiluted) retroactively for the for the three months ended March 31, 2023. In addition, all share and per share information (including such information related to share-based payments) have been retroactively adjusted (see note 11).
As of March 31, 2024, the Group has granted 2,833,925 options and warrants in connection with share-based payment programs (see note 11) and a loan agreement, which could potentially have a dilutive effect but were excluded from the diluted weighted average number of ordinary shares calculation because their effect would have been anti-dilutive due to the net loss generated by the Group.
Critical judgments and accounting estimates
The preparation of the interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
In preparing these interim financial statements, the critical judgments made by management in applying the Group’s accounting policies were the same as those that applied to the audited consolidated financial statements as of and for the year ended December 31, 2023 except for the following issue:
The lease term for the property leased in Mannheim has been reassessed (refer details provided in note 13). The lease term has been reduced from 10 years to 5 years. The discount rate has been adjusted to align with the revised lease term from 9.56% to 8.06%. The financial effect of this reassessment is an overall decrease in the consolidated depreciation and interest expense as shown below:
Impact of the estimation changes | Depreciation expense - previous | Change | Depreciation expense - revised | |||||||||
2024 | 825 | 331 | 1,156 | |||||||||
2025 | 825 | 331 | 1,156 | |||||||||
2026 | 825 | 331 | 1,156 | |||||||||
2027 and thereafter | 5,564 | (3,539 | ) | 2,025 | ||||||||
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Total | 8,039 | (2,546 | ) | 5,493 | ||||||||
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Interest expense - previous | Change | Interest expense - revised | ||||||||||
2024 | 629 | (304 | ) | 325 | ||||||||
2025 | 577 | (320 | ) | 257 | ||||||||
2026 | 521 | (338 | ) | 183 | ||||||||
2027 and thereafter | 1,756 | (1,630 | ) | 126 | ||||||||
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Total | 3,483 | (2,592 | ) | 891 | ||||||||
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Functional and presentation currency
These interim financial statements are presented in euro. The functional currency of the Group’s subsidiaries is also the euro. All financial information presented in euro has been rounded to the nearest thousand (abbreviated €) or million (abbreviated € million).
Significant accounting policies
The accounting policies applied by the Group in these interim financial statements are the same as those applied by the Group in its audited consolidated financial statements as of and for the year ended December 31, 2023.
New standards and amendments to standards
The following forthcoming amendments to standards have not been applied in preparing these interim financial statements.
Standard/interpretation | EffectiveDate1 | |
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability | January 1, 2025 |
The amended standards are not expected to have a significant effect on the interim financial statements of the Group.
1 | Shall apply for periods beginning on or after the date shown in the effective date column. |
Fair Value Measurement
All assets and liabilities for which fair value is recognized in the interim financial statements are classified in accordance with the following fair value hierarchy, based on the lowest level input parameter that is significant on the whole for fair value measurement:
• | Level 1 – Prices for identical assets or liabilities quoted in active markets (non-adjusted); |
• | Level 2 – Measurement procedures, in which the lowest level input parameter significant on the whole for fair value measurement is directly or indirectly observable for on the market; and |
• | Level 3 – Measurement procedures, in which the lowest level input parameter significant on the whole for fair value measurement is not directly or indirectly observable for on the market. |
The carrying amount of all trade and other receivables, other assets and prepaid expenses, cash and cash equivalents, trade and other payables and loans is a reasonable approximation of the fair value and, therefore, information about the fair values of those financial instruments has not been disclosed. The Group recognizes transfers between levels of the fair value hierarchy as the date at which the change has occurred. There were no transfers between levels for the periods presented.
3. | Revenue |
Collaboration with Genentech Inc.
In August 2018, Affimed entered into a strategic collaboration agreement with Genentech Inc. (Genentech), headquartered in South San Francisco, USA. Under the terms of the agreement, Affimed provided services related to the development of novel NK cell engager-based immunotherapeutics to treat multiple cancers. The Genentech agreement became effective at the beginning of October 2018. Under the terms of the agreement, Affimed received $96.0 million (€83.2 million) in initial upfront and committed funding on October 31, 2018. As of the end of 2022, Affimed had completed work on and/or handed over all product candidates for further investigation by Genentech.
The Group recognized €0.2 million and €0.2 million as revenue during the three months ended March 31, 2024 and 2023, respectively. The revenue recognized relates to a platform license. As of March 31, 2024, the Group held contract liabilities of €0.9 million (December 31, 2023: €1.1 million), which will be recognized as revenue in subsequent periods.
Under the terms of the agreement, Affimed is eligible to receive up to an additional $5.0 billion over time, including payments upon achievement of specified development, regulatory and commercial milestones. Affimed is also eligible to receive royalties on any potential sales.
Collaboration with Roivant Sciences Ltd.
On November 9, 2020, Affimed and Affivant Sciences GmbH (formerly Pharmavant 6 GmbH), a subsidiary of Roivant Sciences Ltd. (Roivant), announced a strategic collaboration agreement which granted Roivant a license to the preclinical molecule AFM32. Under the terms of the agreement, Affimed received $60 million in upfront consideration, comprised of $40 million in cash and pre-funded research and development funding, and $20 million of common shares in Roivant. We entered into an agreement with an indirect subsidiary of Roivant providing for the reversion to Affimed of all clinical development and commercialization rights for AFM32, effective April 30, 2024.
The Group recognized €0 and €4.3 million as revenue during the three months ended March 31, 2024 and 2023, respectively. As of December 31, 2023, Affimed had completed all work on the product candidate and by March 31, 2024 all remaining funds not utilised for the research project had been refunded. As of December 31, 2023, the liability of €1.4 million with regard to the refund was included under trade and other payables (Contract liabilities as at December 31, 2023: €0).
Contract balances
The following table provides information about receivables and contract liabilities from contracts with customers.
March 31, 2024 | December 31, 2023 | |||||||
Receivables | 0 | 0 | ||||||
Contract liabilities | 928 | 1,083 |
An amount of €0.2 million included in contract liabilities at the beginning of the period has been recognized as revenue during the three months ended March 31, 2024.
The remaining obligation as of March 31, 2024 is approximately €0.9 million and is expected to be recognized as revenue over the next 18 months.
Disaggregation of revenue
Three months ended March 31, 2024 | Three months ended March 31, 2023 | |||||||
Geographic information | ||||||||
Revenue: | ||||||||
Germany | 0 | 0 | ||||||
USA | 155 | 4,510 | ||||||
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155 | 4,510 | |||||||
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Major service lines: | ||||||||
Collaboration revenue | 155 | 4,456 | ||||||
Service revenue | 0 | 54 | ||||||
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155 | 4,510 | |||||||
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Timing on revenue recognition: | ||||||||
Point in time | 0 | 0 | ||||||
Over time | 155 | 4,510 | ||||||
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155 | 4,510 | |||||||
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4. Finance income and finance costs
Three months ended March 31, 2024 | Three months ended March 31, 2023 | |||||||
Interest Bootstrap Loan Agreement | (363 | ) | (477 | ) | ||||
Foreign exchange differences | 343 | (552 | ) | |||||
Interest on Government treasury bonds | 367 | 0 | ||||||
Other finance income/finance costs—net | 13 | 510 | ||||||
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360 | (519 | ) | ||||||
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5. | Investments |
As of March 31, 2024, the Group holds investments in Government treasury bonds of €34.2 million (December 31, 2023: €33.5 million). These bonds generated interest income for the three months ended March 31, 2024 of €0.4 million (March 31, 2023: €0 million) recognized in finance income/cost net. These investments are considered short-term as they all mature within a period of six months.
6. | Other financial assets |
On December 28, 2023, the Group entered into an agreement regarding the sale of its wholly owned subsidiary AbCheck s.r.o. (‘AbCheck sale agreement‘) to Ampersand Biomedicines Inc (‘Ampersand’) for a gross purchase price of €5.8 million ($6.4 million), consisting of €4.9 million ($5.4 million) in cash to be paid in two tranches, of which the first tranche was received in December 2023, and €0.9 million ($1.0 million) to be paid by delivery of a variable number of Ampersand shares subject to certain adjustments (€0.3 million) and a holdback. The settlement of the balance of the purchase price is expected once Ampersand has completed a financing round but no later than December 31, 2024. As of March 31, 2024 the portion to be settled by way of shares is included under other financial assets and amounts to €0.9 million ($0.9 million) (December 31, 2023: €0.9 million ($0.9 million)); the balance of €3.2 million (December 31, 2023: €3.1 million) is included under trade and other receivables.
7. | Trade and other receivables |
The Group had no trade receivables as of March 31, 2024 (December 31, 2023: €0).
Other receivables are all due within the short-term and mainly comprise value-added tax receivables of €1.3 million (December 31, 2023: €871) and the balance of the consideration of €3.2 million (December 31, 2023: €3.1 million) for the sale of AbCheck to Ampersand, refer note 6.
8. | Other assets and prepaid expenses |
The other assets and prepaid expenses as of March 31, 2024 of €6.0 million (December 31, 2023: €5.5 million) are short-term in nature, do not bear interest and are not impaired. The other assets and prepaid expenses mainly comprise a prepayment of €3.2 million (December 31, 2023: €3.4 million) for services to be provided in respect of managing clinical trials, €0.7 million (December 31, 2023: €0.9) million as a start-up fee for services associated with a clinical trial for the reservation of manufacturing capacity and the directors and officers’ liability insurance premium of €1.0 million (December 31, 2023: €0 million).
9. | Assets held for sale |
As a result of the current events following the restructure detailed in note 13, the Group opted to sell the majority of its laboratory equipment, transfer of ownership took place May 1, 2024, generating proceeds of €0.7 million. The balance of the remaining laboratory equipment is expected to be scrapped if not sold. This decision has resulted in the Group recording an estimated impairment of €1.6 million, included under research and development expenses.
Further, an amount of €0.5 million inventory has been impaired as laboratory activities have ceased, also included under research and development expenses.
10. | Equity |
The share and per share information presented in this note retrospectively reflects the effects of the reverse stock split effective March 8, 2024, which was approved by the Company’s shareholders at the Company’s Annual General Meeting of Shareholders on June 21, 2023.
As of March 31, 2024, the share capital of €1,523 (December 31, 2022: €1,500) is comprised of 15,227,463 (December 31, 2023: 14,998,804) common shares with a par value of €0.10 per share.
In November 2021, we entered into a $100 million ATM program. As of December 31, 2023, 0.08 million common shares were sold, generating net proceeds of €1.8 million in the aggregate. For the three months ended March 31, 2024, an additional 0.2 million common shares were sold under the ATM program, generating net proceeds of €1.2 million in the aggregate.
11. | Share-based payments |
In 2014, an equity-settled share-based payment program was established by Affimed N.V. (ESOP 2014). Under this program, the Company granted awards to certain members of the Management Board, certain members of the Company’s Supervisory Board, non-employee consultants and employees.
The share and per share information presented in this note retrospectively reflects the effects of the reverse stock split which was effective March 8, 2024.
Share-based payments with service conditions
The majority of the awards vest in installments over three years and can be exercised up to 10 years after the grant date. The Group granted 570,250 awards for the three months ended March 31, 2024 to employees, members of the Management Board, members of the Supervisory Board and consultants. Fair value of the awards at grant date amounts to €2.3 million ($2.4million).
78,838 ESOP 2014 awards were cancelled or forfeited due to termination of employment during the three months ended March 31, 2024 (March 31, 2023: 150,815).
As of March 31, 2024, 2,673,300 ESOP 2014 options were outstanding (December 31, 2023: 2,181,888), and 1,570,848 awards had vested (December 31, 2023: 1,240,852). The options outstanding as of March 31, 2024 had an exercise price in the range of $3.50 to $134.70 and a weighted average remaining contractual life of 7.6 years (December 31, 2023: 7.3 years) and a weighted average exercise price of $29.61 (December 31, 2023: $35.7).
Share-based payments with market condition
During 2022, the Company issued 282,500 options with market-based performance conditions to members of the Management Board and employees. Each grant consists of three tranches, whereby one-third of the total grant will vest when the volume-weighted average share price over the preceding thirty trading days reaches $120.00, $150.00, and $180.00, respectively. As of March 31, 2024, 132,500 options had been forfeited.
Fair value of the awards at grant date in 2022 amounts to €2.9 million ($3.2 million) and the contractual lifetime of the options is two years. Any unvested awards on the date that is two years following the grant date will lapse.
Share-based payment expense
For the three months ended March 31, 2024, compensation expense of €789 was recognized affecting research and development expenses (€0.2 million) and general and administrative expenses (€0.6 million). In the three months ended March 31, 2023, compensation expense of €4,158 was recognized affecting research and development expenses (€2,313) and general and administrative expenses (€1,845).
Fair value measurement
The fair value of options with service conditions granted in the three months ended March 31, 2024 and 2023, respectively, was determined using the Black-Scholes-Merton valuation model. The significant inputs into the valuation model are as follows (weighted average):
March 31, 2024 | March 31, 2023 | |||||||
Fair value at grant date | $ | 4.3 | $ | 8.1 | ||||
Share price at grant date | $ | 5.8 | $ | 10.7 | ||||
Exercise price | $ | 5.8 | $ | 10.7 | ||||
Expected volatility | 82 | % | 90 | % | ||||
Expected life | 5.88 | 5.86 | ||||||
Expected dividends | 0.00 | 0.00 | ||||||
Risk-free interest rate | 4.14 | % | 3.95 | % |
The fair value of options with market conditions granted in the three months ended March 31, 2023, was determined using a Monte Carlo simulation. The significant inputs into the valuation model are as follows (weighted average):
2022 | ||||
Fair value at grant date | $ | 11.3 | ||
Share price at grant date | $ | 45.8 | ||
Exercise price | $ | 45.8 | ||
Expected volatility | 70 | % | ||
Expected life | 2.00 | |||
Expected dividends | 0.00 | |||
Risk-free interest rate | 2.41 | % |
Expected volatility is estimated based on the observed daily share price returns of Affimed measured over a historic period equal to the expected life of the awards.
The risk-free interest rates are based on the yield to maturity of U.S. Treasury strips (as best available indication for risk-free rates), for a term equal to the expected life, as measured as of the grant date.
12. | Borrowings |
Bootstrap Europe
In January 2021, the Group entered into a loan agreement with Bootstrap Europe (formerly Silicon Valley Bank German Branch (“SVB”)) which provided Affimed with up to €25 million in term loans in three tranches: €10 million available at closing, an additional €7.5 million upon the achievement of certain conditions, including milestones related to Affimed’s pipeline and market capitalization, and a third tranche of €7.5 million upon the achievement of certain additional conditions related to Affimed’s pipeline and liquidity. The first tranche of €10 million was drawn in February 2021 and the second tranche of €7.5 million in December 2021. The third tranche of €7.5 million expired undrawn at the end of 2022. Pursuant to the terms of the agreement, the loan bears interest at the greater of the European Central Bank Base Rate and 0%, plus 5.5%. Affimed was entitled to make interest only payments through December 1, 2022. The loan will mature at the end of November 2025. As of March 31, 2024, the fair value of the liability did not differ significantly from its carrying amount (€10.8 million).
The loan is secured by a pledge of 100% of the Group’s ownership interest in Affimed GmbH, all intercompany claims owed to Affimed N.V. by its subsidiary, and collateral agreements for all bank accounts, inventory, trade receivables and other receivables of Affimed N.V. and Affimed GmbH recognized in the interim financial statements.
UniCredit Leasing CZ
In April 2019, the Group (through its previously held subsidiary AbCheck s.r.o.) entered into a loan agreement with UniCredit Leasing CZ for €562. In the course of the sale of AbCheck, the loan was derecognized as of December 28, 2023.
13. | Lease liabilities |
As part of the original property lease agreement in Mannheim, additional office space has been made available to the Group and occupation was taken on January 1, 2024. This has resulted in an addition to the right-of-use asset of €0.8 million, and a corresponding increase to the lease liabilities.
The lease term for the property leased in Mannheim has been reassessed considering current events following the restructure relating to exploring financing options and discussions held with the landlord and potential sub lessees. As a result, the Group has concluded that it is highly likely that the Group will opt to exercise the early termination option of the lease and therefore terminate the lease after 5 years, reduced from the original 10 years. Together with the reduction in lease term the discount rate used has also been reviewed and reduced from 9.56% to 8.06%. The lease liability and right-of-use asset has been adjusted to take these changes into account.
14. | Related parties |
The supervisory board directors of Affimed N.V. received compensation in the amounts of €117 (€125) for their services on the Supervisory Board in the three months ended March 31, 2024 (2023). Members of the Management Board received compensation in the amounts of €594 (€944) for their services on the Management Board in the three months ended March 31, 2024 (2023).
The Company recognized share-based payment expenses of €48 (€112) for supervisory directors and €47 (€1,637) for managing directors in the three months ended March 31, 2024 (2023).
The following table provides the total amounts of outstanding balances for supervisory board compensation and expense reimbursement:
Outstanding balances | ||||||||
March 31, 2024 | December 31, 2023 | |||||||
Thomas Hecht | 23 | 21 | ||||||
Mathieu Simon | 8 | 8 | ||||||
Ulrich Grau | 19 | 18 | ||||||
Bernhard Ehmer | 18 | 15 | ||||||
Annalisa Jenkins | 10 | 11 | ||||||
Uta Kemmerich-Keil | 17 | 16 | ||||||
Constanze Ulmer-Eilfort | 15 | 16 |