Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information Line Items | |
Entity Registrant Name | Tiziana Life Sciences Ltd |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 102,272,614 |
Amendment Flag | false |
Entity Central Index Key | 0001723069 |
Entity Current Reporting Status | No |
Entity Voluntary Filers | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Incorporation, State or Country Code | D0 |
Entity Address, Address Line One | Clarendon House |
Entity Address, Address Line Two | 2 Church Street, |
Entity Address, City or Town | Hamilton HM |
Entity Address, Postal Zip Code | 11 |
Entity Address, Country | BM |
Entity Interactive Data Current | No |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Firm ID | 1401 |
Auditor Name | Mazars LLP |
Auditor Location | London, England |
Document Registration Statement | false |
Entity File Number | 000-00000 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | Finance Director |
Entity Address, Address Line Two | 55 Park Lane, |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | W1K 1NA |
Entity Address, Country | GB |
Contact Personnel Name | Keeren Shah |
City Area Code | +44 |
Local Phone Number | 20 7495 2379 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 42,186 | $ 65,824 |
Prepayments and other receivables | 1,301 | 785 |
Finance lease receivable | 152 | |
Taxation receivable | 4,736 | 3,047 |
Related party receivables | 456 | 368 |
Total current assets | 48,679 | 70,176 |
Property and Equipment, net | 17 | 3 |
Right of use asset | 357 | |
Intangible asset | 130 | 120 |
Total non-current assets | 147 | 480 |
Total assets | 48,826 | 70,656 |
Liabilities: | ||
Accounts payable and accrued expenses | 6,181 | 5,590 |
Lease Liability | 265 | |
Financial liability | 324 | |
Related party payable | 1,355 | 1,716 |
Other liabilities | 10 | 85 |
Total current liabilities | 7,546 | 7,980 |
Lease Liability (Non-Current) | 290 | |
Total liabilities | 7,546 | 8,270 |
Shareholders’ Equity: | ||
Called up share capital (102,272,614 shares are issued and outstanding; 2020: 97,306,144) | 102 | 97 |
Share premium | 15,596 | |
Share based payment reserve - Options | 13,797 | 8,624 |
Share based payment reserve - warrants | 697 | 697 |
Merger relief reserve | 118,697 | 118,697 |
Shares to be issued reserve | 13,503 | |
Translation reserve | 454 | 5,414 |
Retained earnings | (108,063) | (84,646) |
Total shareholders’ equity | 41,280 | 62,386 |
Total liabilities and shareholders’ equity | $ 48,826 | $ 70,656 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of financial position [abstract] | ||
Share capital, issued | 102,272,614 | 97,306,144 |
Share capital, outstanding | 102,272,614 | 97,306,144 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Other revenue | |||
Gross Profit | |||
Research and Development | (13,208) | (5,993) | (3,714) |
Operating Expenses | (13,311) | (11,203) | (6,207) |
Realization bonus | (855) | (13,214) | |
Impairment of other non-current asset | (279) | ||
Gain from disposal of intellectual property | 2,663 | ||
Total operating expenses | (27,374) | (28,026) | (9,921) |
Loss from operations | (27,374) | (28,026) | (9,921) |
Other income/(expense): | |||
Finance Income/(expense) | (176) | (312) | (91) |
Other income | 893 | ||
Total other income/(expense) | 717 | (312) | (91) |
Loss from operations before income taxes | (26,657) | (28,338) | (10,012) |
Income tax credit | 3,240 | 2,207 | 689 |
Loss for the year | (23,417) | (26,131) | (9,323) |
Other Comprehensive loss: | |||
Currency translation | (4,478) | 3,474 | (27) |
Comprehensive loss | $ (27,895) | $ (22,657) | $ (9,350) |
Basic and diluted loss per share attributable to common shareholders (in Dollars per share) | $ (0.24) | $ (0.16) | $ (0.07) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Share Capital | Share Premium | Share Based Payment Reserve (Options) | Share Based Payment Reserve (warrants) | Convertible Loan Note Reserve | Merger Reserve | Retained Earnings | Shares to be issued Reserve | Translation Reserve | Total |
Balance at Dec. 31, 2018 | $ 97 | $ 3,854 | $ 1,874 | $ 118,697 | $ (50,721) | $ 1,967 | $ 75,768 | |||
Convertible loan note issued | 1,850 | 1,850 | ||||||||
Convertible loan note interest | 52 | 52 | ||||||||
Share based payment charge (options) | 1,309 | 1,309 | ||||||||
Share based payment (warrants) | 545 | (545) | ||||||||
Total transactions with owners | 1,309 | 545 | 1,357 | 3,211 | ||||||
Loss for the period | (9,323) | (9,323) | ||||||||
Translation | (27) | (27) | ||||||||
Total comprehensive income | (9,323) | (27) | (9,350) | |||||||
Balance at Dec. 31, 2019 | 97 | 5,163 | 2,419 | 1,357 | 118,697 | (60,044) | 1,940 | 69,629 | ||
Issue of share capital | (2,304) | (2,304) | ||||||||
Options forfeited in the year | (35) | (35) | ||||||||
Exercise of options | (1,609) | 1,529 | (80) | |||||||
Exercise of warrants | (2,046) | 810 | (1,236) | |||||||
Shares to be issued in lieu of cash realization bonus | 13,503 | 13,503 | ||||||||
Convertible loan note issued | 163 | 163 | ||||||||
Convertible loan note interest | 272 | 272 | ||||||||
Share based payment charge (options) | 5,105 | 5,105 | ||||||||
Share based payment (warrants) | 324 | (298) | 26 | |||||||
Total transactions with owners | 3,461 | (1,722) | (1,357) | 1,529 | 13,503 | 15,414 | ||||
Loss for the period | (26,131) | (26,131) | ||||||||
Translation | 3,474 | 3,474 | ||||||||
Total comprehensive income | (26,131) | 3,474 | (22,657) | |||||||
Balance at Dec. 31, 2020 | 97 | 8,624 | 697 | 118,697 | (84,646) | 13,503 | 5,414 | 62,386 | ||
Issue of share capital | 2 | 759 | 761 | |||||||
Shares to be issued in lieu of cash realization bonus | 3 | 14,837 | (13,503) | (482) | 855 | |||||
Share based payment charge (options) | 5,173 | 5,173 | ||||||||
Total transactions with owners | 5 | 15,596 | 5,173 | (13,503) | (482) | 6,789 | ||||
Loss for the period | (23,417) | (23,417) | ||||||||
Translation | (4,478) | (4,478) | ||||||||
Total comprehensive income | (23,417) | (4,478) | (27,895) | |||||||
Balance at Dec. 31, 2021 | $ 102 | $ 15,596 | $ 13,797 | $ 697 | $ 118,697 | $ (108,063) | $ 454 | $ 41,280 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Loss from operations before income taxes | $ (26,657) | $ (28,338) | $ (10,012) |
Convertible loan interest accrued | 163 | 272 | 50 |
Shares issued in lieu of fees | 466 | 105 | |
Share based payment – options | 5,173 | 5,070 | 1,266 |
Share based payment – warrants | 26 | ||
Bonus to be settled in equity | 855 | 13,503 | |
Depreciation | 8 | 5 | 5 |
(Gain)/ loss on foreign exchange | (1,899) | 237 | 165 |
Lease adjustment | |||
Depreciation of right-of-use asset | 133 | 86 | 248 |
(Gain)/loss on disposal of right of use asset | (28) | 71 | |
Proceeds from finance lease reclassified as an investing activity | (152) | ||
Cash inflow from taxation | 1,415 | 1,021 | |
Impairment of SharDNA SPA | 296 | ||
Gain from disposal of intellectual property | (2,663) | ||
Net (increase) in related party receivables | (88) | (31) | (287) |
Net (decrease)/increase in related party payables | (685) | 1,145 | 436 |
Net (increase)/decrease in operating assets/other receivables | 516 | (437) | 159 |
Net (decrease) in operating liabilities /other liabilities | (516) | (972) | (23) |
Net cash used in operating activities | (21,762) | (11,335) | (6,796) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of PPE | (22) | (3) | (4) |
Purchase of Act D | (120) | ||
Proceeds from finance lease | 152 | ||
Net cash used in investing activities | 130 | (123) | (4) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of ordinary shares | 71,157 | ||
Proceeds from issuance of convertible loan notes | 163 | 1,880 | |
Proceeds from issuance of warrants | 129 | 3,364 | |
Proceeds from issuance of options | 939 | ||
Repayment of leasing liabilities | (152) | (277) | (200) |
Net cash provided by financing activities | (23) | 75,346 | 1,680 |
Net (decrease)/increase in cash and cash equivalents | (21,655) | 63,888 | (5,120) |
Cash and cash equivalent, beginning of period | 65,824 | 200 | 5,304 |
Exchange difference | (1,983) | 1,736 | 16 |
Cash and cash equivalent, end of period | $ 42,186 | $ 65,824 | $ 200 |
General Information
General Information | 12 Months Ended |
Dec. 31, 2021 | |
General Information [Abstract] | |
GENERAL INFORMATION | 1. GENERAL INFORMATION Tiziana Life Sciences Ltd is a public limited company incorporated in Bermuda and at the year end was quoted on the NASDAQ Capital Market (NASDAQ: TLSA). The previous parent, Tiziana Life Sciences plc, delisted from the main market of the London Stock Exchange (LSE: TILS) on October 21, 2021. The address of its registered office is given on page 1. The principal activities of the Company and its subsidiaries (the Group) are that of a clinical stage biotechnology company focused on targeted drugs to treat diseases in oncology and immunology. These financial statements are presented in thousands of dollars ($’000) which is the presentational currency of the company. The functional currency for the Company is also US dollars ($) indicative of the primary economic environment in which the Company operates. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of significant accounting policies [text block] [Abstract] | |
ACCOUNTING POLICIES | 2. ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been applied consistently to all the years presented unless otherwise stated. Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and IFRIC interpretations as applicable to companies reporting under IFRS. These accounts have been prepared under the historical cost convention except for the following items: - Financial instruments – fair value through profit or loss -Financial instruments – fair value through other comprehensive income Going Concern The Group incurred losses during the year and has net assets at the year end. The Group is in the early stages of developing its business focusing on the discovery and development of novel molecules that treat human disease in oncology and immunology. As the Group is pre-revenue, the Directors expect the Group to incur further losses and to require significant capital expenditure in continuing to develop clinical stage development therapeutic candidates in both oncology and immunology. The Group has successfully funded clinical trials to date and going forward will need to continue to secure additional investment to fund the clinical trials. The Directors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investment to fund that operation. Based on those projections, the directors conclude that the company will be able to meet its liabilities as they fall due until at least June 2023, with a cash surplus of approximately $15m projected at this date. Accordingly, the Directors believe it appropriate that the financial statements have been prepared on a going concern basis. New and Revised Standards Standards in effect in 2021 There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2021, that are relevant to the Group and that have had any impact in the year to December 31, 2021. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant, and hence are not listed here Basis of consolidation Subsidiary undertakings are all entities over which the Group exercises control. The Group has control when it can demonstrate all of the following: (a) power over the investee; (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability to use its power over the investee to affect the amount of the investor’s return. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains control and are de-consolidated from the date at which control ceases. Business combination The Group has undertaken a group reorganisation exercise during the year to December 31, 2021. As part of this process, Tiziana Life Sciences Ltd (a Bermudan entity) was inserted above Tiziana Life Sciences Limited (formerly Tiziana Life Sciences Plc) in the Group’s structure. As both entities were under common control of Planwise Ltd, the transaction does not constitute a business combination under IFRS 3 ‘Business combinations’ and instead has been accounted for as a group reorganization, using the pooling of interest method. This results in assets and liabilities being measured at their carrying amount in Tiziana Life Sciences Limited (formerly Tiziana Life Sciences Plc) but share capital being that of Tiziana Life Sciences Ltd (a Bermudan entity). Merger accounting has been used to account for this transaction (See note 15 for details). On 21 October 2021, Tiziana Life Sciences Ltd. (the ‘Company’) acquired the entire shareholding of the former Tiziana Life Sciences Plc and its related subsidiaries, by a way of a share for share exchange with Tiziana Life Sciences Ltd becoming the Group’s immediate parent company. On 21 October 2021, the Company was admitted for listing on the NASDAQ Capital Market Exchange and the former Tiziana Life Sciences Plc was delisted from the London Stock Exchange. This Annual Report 20-F is the first set of annual financial statements presented for the newly formed Group and the prior period comparison is that of the former Tiziana Life Sciences Plc. The underlying structure of the Group is unchanged and as such the Consolidated Income Statement, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows have been presented on a consistent basis as if the group reorganisation had taken place at the start of the earliest period presented (see note 15). Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Board. The Board considers there to be only one operating segment being the research and development of biotechnological and pharmaceutical products. Taxation The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realized, or the deferred liability is settled. Deferred tax assets are recognized to the extent that it is probable that the future taxable profit will be available against which the temporary differences can be utilized. Research and Development tax credits are provided for in the year that the costs are incurred. These are estimated based on eligible research and development expenditure. Any differences that are rebated are recognized in the following year, when the cash is received from the UK tax authorities. Foreign currency translation Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars, which is the Group’s presentational currency. Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. The financial statements of overseas subsidiary undertakings are translated into US dollars on the following basis: ● Assets and liabilities at the rate of exchange ruling at the year-end date. ● Profit and loss account items at the average rate of exchange for the year. Exchange differences arising from the translation of the net investment in foreign entities, borrowings and other currency instruments designated as hedges of such investments, are taken to equity (and recognized in the statement of comprehensive income) on consolidation. License fees Payments made which provide the right to perform research are carefully evaluated to determine whether such payments are to fund research or acquire an asset. Licence fees expenses are recognised as incurred. Research and development All on-going research and development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory environment inherent in the development of the Group’s products, the criteria for development costs to be recognised as an asset, as set out in IAS 38 ‘Intangible Assets’, are not met until a product has been granted regulatory approval and it is probable that future economic benefit will flow to the Group. The Group currently has no qualifying expenditure. Financial instruments The Group classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument. The Group evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component. Such components shall be classified separately as financial assets, financial liabilities or equity instruments. A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. (a) Financial assets, initial recognition and measurement and subsequent measurement All financial assets not recorded at fair value through profit or loss, such as receivables and deposits, are recognized initially at fair value plus transaction costs. Financial assets carried at fair value through profit or loss (FVTPL) are initially recognized at fair value, and transaction costs are expensed in the income statement. The measurement of financial assets depends on their classification. Financial assets such as receivables and deposits are subsequently measured at amortized cost using the effective interest method, less loss allowance. The Group does not hold any financial assets at fair value through profit or loss or fair value through other comprehensive income. (b) Financial liabilities, initial recognition and measurement and subsequent measurement Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. The Group’s financial liabilities include trade and other payables. Warrants Warrants are issued by the Group in return for services and as part of a financing transaction. Warrants issued in return for services. These warrants fall within scope of IFRS 2. The Company recognises that the fair value at the date of grant of these warrants should be expensed to the Statement of Income and recognised over the life of the service for which the warrant was provided. These warrants have been valued by reference to the equity instruments granted as they are all tied to Convertible loan notes. The measurement date is therefore the date that the Convertible loan note was entered into. Warrants issued as part of a financing transaction. Warrants issued as part of a financing transaction fall outside the scope of IFRS 2. These are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity. The fair value is recognised within equity and is not remeasured. Share capital Ordinary shares of the Company are classified as equity. Property, plant and equipment (i Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss. (ii) Depreciation Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. The estimated useful lives for the current period and the comparative period are as follows. Fixtures and fittings 5 years IT and equipment 3 years Right of use asset Economic life of contractual relationship Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses line of the income statement. Impairment Impairment of financial assets measured at amortised cost At each reporting date the Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost. In establishing the appropriate amount of loss allowance to be recognised, the Group applies either the general approach or the simplified approach, depending on the nature of the underlying group of financial assets. General approach The general approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restricted cash and cash and cash equivalents. Under the general approach the Group recognises a loss allowance for a financial asset at an amount equal to the 12-month expected credit losses, unless the credit risk on the financial asset has increased significantly since initial recognition, in which case a loss allowance is recognised at an amount equal to the lifetime expected credit losses. Simplified approach The simplified approach is applied to the impairment assessment of trade receivables. Under the simplified approach the Group always recognises a loss allowance for a financial asset at an amount equal to the lifetime expected credit losses. Impairment of non-financial assets Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Non-financial assets are impaired when its carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts discounted back to present value at a pre-tax discount rate. Leases All leases are accounted for by recognizing a right-of-use asset and a lease liability except for: ● Leases of low value assets; and ● Leases with a duration of 12 months or less. IFRS16 was adopted 1 January 2019 without restatement of comparative figures. The following policies apply subsequent to the date of initial application, 1 January 2019. The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have any leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 12). For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. The expected costs of returning to original condition is considered negligible. At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Group. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Short term leases exempt from IFRS 16 are classified as operating leases. Payments made under operating leases are recognised in profit and loss on a straight-line basis over the term of the lease. The Group as a lessor As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not. During the course of 2021, the Group continued to sublet one of its office spaces until October 2021. This has been recognised as a finance lease receivable for the value of the sublease. Share based payments The calculation of the fair value of equity-settled share-based awards and the resulting charge to the statement of comprehensive income requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the Company’s share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards. Where employees and directors are rewarded using share-based payments, the fair value of the employees’, directors’ or advisers’ services are determined by reference to the fair value of the share options/warrants awarded. Their value is appraised at the date of grant and excludes the impact of any nonmarket vesting conditions (for example, profitability and sales growth targets). In accordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share options based upon the fair value of the instrument used. A corresponding credit is made to an –equity reserve, in the case of options/warrants awarded to employees, directors, advisers and other consultants. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options/warrants expected to vest. Non market vesting conditions are included in assumptions about the number of options / warrants that are expected to become exercisable. Estimates are subsequently revised, if there is any indication that the number of share options/warrants expected to vest differs from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if fewer share options ultimately are exercised than originally estimated. Upon exercise of share options/warrants, the proceeds received are allocated to share capital with any excess being recorded as share premium. A corresponding debit is made to the share based payment reserve. Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately within the Statement of Comprehensive Income. All goods and services received in exchange for the grant of any share based payment are measured at their fair value. Convertible loan notes The Group issues Convertible loan notes which can be classified as equity or a liability depending on whether the fixed for fixed condition is met or not. Where the fixed for fixed condition is met The Group classifies convertible loan notes that meet the fixed for fixed condition as equity instruments and records the principal of the loan note as a equity in a Convertible loan note reserve. The accrued interest on the principal amount is also recorded in the Convertible loan note reserve. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the convertible loan note reserve to share capital and share premium. Where the fixed for fixed condition is not met The Group classifies convertible loan notes that do not meet the fixed for fixed condition as liability instruments and records the principal of the loan note as a debt liability in the liabilities section of the statement of financial position. The accrued interest on the principal amount is recorded in the income statement and as an increase in the debt liability. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the debt liability to share capital and share premium. Sub License Income In September 2021 the Company signed a collaboration agreement signed with Precision Biosciences, Inc. under which $750k was recognized as an upfront payment in accordance with the contract for the on grant of an exclusive license to use foralumab as a lymphodepletion agent in conjunction with Precision Biosciences, Inc’s allogeneic CAR T therapeutics for the treatment of cancers. Other Intangible Assets Other intangible assets that are acquired by the Group are stated at cost less accumulated impairment losses. At each balance sheet date non-financial assets are assessed to determine whether there is an indication that the asset or the asset’s cash generating unit may be impaired. If there is such an indication the recoverable amount of the asset or asset’s cash generating unit is compared to the carrying amount. |
Critical Accounting Judgement
Critical Accounting Judgement | 12 Months Ended |
Dec. 31, 2021 | |
Critical accounting estimates [Abstract] | |
CRITICAL ACCOUNTING JUDGEMENT | 3. CRITICAL ACCOUNTING JUDGEMENT The preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group being International Financial Reporting Standards as issued by the IASB, requires the directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and expenditure and the disclosures made in the financial statements. Such estimates and judgements must be continually evaluated based on historical experience and other factors, including expectations of future events. The following are considered to be critical accounting estimates: Share-based payments The Group accounts for share-based payment transactions for employees in accordance with IFRS 2 Share-based Payment, which requires the measurement of the cost of employee services received in exchange for the options on our ordinary shares, based on the fair value of the award on the grant date. The Directors selected the Black-Scholes-Merton option pricing model as the most appropriate method for determining the estimated fair value of our share-based awards without market conditions. For performance-based options that include vesting conditions relating to the market performance of our ordinary shares, a Monte Carlo pricing model was used in order to reflect the valuation impact of price hurdles that have to be met as conditions to vesting. The Company makes estimates as to the useful life of an option award, the expected price volatility of the underlying share, risk free interest rate for the term of the award and correlations and volatilities of the shares of peer group companies. The Company also makes estimates as to the vesting period for awards that have performance based criteria. The resulting cost of an equity incentive award is recognised as expense over the requisite service period of the award, which is usually the vesting period. Compensation expense is recognised over the vesting period using the straight-line method and classified in the consolidated statements of comprehensive income. The assumptions used for estimating fair value for share-based payment transactions are disclosed in note 27 to our consolidated financial statements. |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2021 | |
Other Income [Abstract] | |
OTHER INCOME | 4 OTHER INCOME The Group’s other income is made up of the following: Year Ended 2021 2020 2019 Sublicense income 750 - - Other 143 - - Sublicense income has been classified as other income as the counterparty is not considered a customer but an entity we are collaborating with. |
Operating Loss
Operating Loss | 12 Months Ended |
Dec. 31, 2021 | |
Operating Loss [Abstract] | |
OPERATING LOSS | 5. OPERATING LOSS The Group’s operating losses are stated after charging the following: Year Ended 2021 2020 2019 License fee (1,047 ) 706 553 Realization bonus 855 13,503 - Foreign exchange gain related to the realization bonus - (289 ) - Depreciation of Property, Plant and Equipment 8 5 5 Depreciation (Right-of-use asset) 133 86 245 Foreign exchange (gain)/losses (1,899 ) 239 165 License fees relating to 2019 and 2020 were waived in the current year as a result of negotiations by the Group. A realization bonus of $13.5 million became payable during the year ended December 31, 2020 to the chairman of the board. This became payable upon the Company raising funds in excess of $28m (£20m), which it successfully raised in August 2020. As the bonus was not settled until November 2021, interest of $0.9m was accrued on the amount due in the year to December 31, 2021. |
Segmental Reporting
Segmental Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segmental Reporting [Abstract] | |
SEGMENTAL REPORTING | 6. SEGMENTAL REPORTING During the year under review Management identified the Group’s only operating segment as the research and development of biotechnological and pharmaceutical products. This one segment is monitored and strategic decisions are made based upon it and other non-financial data collated from industry intelligence. The form of financial reporting reported to the Board is consistent with those presented in the annual financial statements. An analysis of the Group’s other income by location is shown below: UK USA Total Sublicense income 750 - 750 |
Employees
Employees | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of information about employees [Abstract] | |
EMPLOYEES | 7. EMPLOYEES Year ended 2021 2020 2019 Group Staff costs comprised: Directors’ salaries (including bonus) 2,526 14,666 1,145 Employees’ wages, salaries and bonus 1,856 1,058 696 Social security costs 176 194 609 Recruitment fees 242 17 - Share based payment charge 5,173 5,105 1,266 9,973 21,040 3,716 The average monthly number of employees, including directors, employed by the group during the year was: Research and Development 8 3 5 Corporate and administration 5 8 4 13 11 9 |
Remuneration of Key Management
Remuneration of Key Management Personnel | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of information about key management personnel [Abstract] | |
REMUNERATION OF KEY MANAGEMENT PERSONNEL | 8. REMUNERATION OF KEY MANAGEMENT PERSONNEL $’000 Year ended 2021 2020 2019 Director Directors’ Bonus Salary Share Directors’ Bonus Salary Share Directors’ Salary Share Bonus G. Cerrone (1) 330 855 - 624 170 13,588 - 155 102 - 296 182 R. Dalla Favera - - - - - - - - 3 - - - Willy Simon 59 93 49 - - 31 48 - - - Gregor MacRae - - - - 27 - - - - - - - J Brancaccio 59 -- - 93 22 - - 31 - - - - K. Shailubhai - 210 600 492 - 210 600 2,069 - 600 695 210 T Adams - - 413 2,197 - - - - - - - 448 1,065 1,013 3,499 268 13,798 600 2,286 153 600 991 392 (1) Gabriele Cerrone’s 2021 bonus is the interest charged on his 2020 bonus due to delayed issuance of shares ; his 2020 bonus includes a $13.2m realization bonus; his 2019 bonus covers the period June 9, 2016 to December 31, 2019 All bonuses are short term. No post-employment or termination payments were made. The following share options were granted to directors in the following periods: Year ended 2021 2020 2019 Number of Number of Number of G. Cerrone - 1,800,000 - K. Shailubhai - - - L. Zanbeletti - - - W.Simon - 250,000 - J. Brancaccio - 250,000 - T Adams 3,500,000 - - 3,500,000 2,300,000 - The key management personnel of the Group are considered to be represented by the directors and officers of the Company. No director has yet benefitted from any increase in the value of share capital since issuance of the options. No share options were exercised by directors in the year. 2,319,225 share options were exercised by directors in the year to 31 December 2020 for an intrinsic gain of $4.1m. The Company made $24k (2020: $10k, 2019: $16k) of payments to a defined contribution pension schemes on behalf of directors or employees. |
Finance Costs
Finance Costs | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of finance cost [text block] [Abstract] | |
FINANCE COSTS | 9. FINANCE COSTS Year ended 2021 2020 2019 Group Finance Income Finance income received on net investment in lease - 8 1 Total finance income - 8 1 Finance Expense Finance charge accrued on convertible loan notes 163 303 61 Interest expense on lease liabilities 13 17 31 Total finance expenses 176 320 92 Net finance expense recognized in Statement of Comprehensive Income 176 312 92 |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of income tax [text block] [Abstract] | |
TAXATION | 10. TAXATION Year Ended 2021 2020 2019 Group Current year tax (credit) (3,255 ) (1,546 ) (661 ) Adjustments due to prior periods (15 ) (661 ) (28 ) Total tax (credit) for the period (3,240 ) (2,207 ) (689 ) The tax charge for the year is different from the standard rate of corporation tax in the United Kingdom of 19%. The difference can be reconciled as follows: Loss before taxation (26,657 ) (28,337 ) (10,013 ) Loss charged at standard rate of corporation tax 19% (5,065 ) (5,384 ) (1,903 ) Movement in unrecognized deferred tax 1,722 1,316 (241 ) Expenses not deductible for taxation 1,550 4,986 1,727 Adjustments due to prior periods (15 ) (661 ) (28 ) Research and development claim (1,401 ) (665 ) (285 ) Income not taxable for tax purposes (61 ) (1,741 ) Consolidation adjustment in relation to foreign exchange movements - (58 ) (41 ) (3,313 ) (2,207 ) (689 ) The Research and Development claim has been calculated in accordance with the R&D tax relief available to small and medium sized entities, whereby the entity is able to claim a cash tax credit (if loss making), worth up to 14.5% of the surrenderable losses. The adjustments due to prior periods relates to R&D tax relief claims for the prior period. Under UK tax legislation, a 2 year window is available under which R&D tax relief can be claimed. No deferred tax asset has been recognized in respect of trading losses carried forward because of uncertainty as to when these losses will be recoverable. The amount of tax losses for which no deferred tax assets has been recognized for the year ended December 31, 2021 is $11,591k (2020 is $6,182k; 2019; $3,517k). |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Loss Per Share [Abstract] | |
LOSS PER SHARE | 11. LOSS PER SHARE Basic loss per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year. Year ended 2021 2020 2019 (Loss) attributable to equity holders of the company ($000) (23,417 ) (26,131 ) (9,323 ) Weighted average number of ordinary shares in issue 97,932,055 97,306,144 97,306,144 Basic loss per share (cents per share) (23.9 ) (26.85 ) (9.58 ) As the Group is reporting a loss from continuing operations for the year then, in accordance with IAS 33, share options, warrants and convertible loan notes are not considered dilutive because the exercise of the share options would have an anti-dilutive effect. The basic and diluted earnings per share as presented on the face of the income statement are therefore identical. All earnings per share figures presented above arise from continuing and total operations and therefore no earnings per share for discontinued operations are presented. |
Property, It and Equipment
Property, It and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of property, plant and equipment [text block] [Abstract] | |
PROPERTY, IT AND EQUIPMENT | 12. PROPERTY, IT AND EQUIPMENT Details of the Groups property, IT and equipment are as follows: $000 Furniture IT Total Cost At 1 January 2020 16 38 54 Additions - 1 1 Disposals - - - At 31 December 2020 16 39 55 Depreciation At 1 January 2020 12 35 47 Charge in year 3 2 5 At 31 December 2020 15 37 52 Net Book Value as at 31 December 2020 1 2 3 $000 Furniture IT Total Cost At 1 January 2021 16 39 55 Additions 22 22 Disposals At 31 December 2021 16 61 77 Depreciation At 1 January 2021 15 37 52 Charge in year 1 7 8 At 31 December 2021 16 44 60 Net Book Value as at 31 December 2021 - 17 17 |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of trade and other receivables [text block] [Abstract] | |
OTHER RECEIVABLES | 13. OTHER RECEIVABLES $000 Year ended 2021 2020 VAT Receivable 80 82 Receivable due for options exercised - 191 Security deposits receivable 35 135 Prepayments 1,186 375 1,301 785 There are no differences between the carrying amount and fair value of any of the trade and other receivables above. |
Finance Lease Receivable
Finance Lease Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Finance Lease Receivable [Abstract] | |
FINANCE LEASE RECEIVABLE | 14. FINANCE LEASE RECEIVABLE In November 2019, the Group subleased one of its leased office spaces in its entirety. The sublease ran for the remaining term of the original lease, until October 2021. The sublease had been classified as a finance lease receivable Finance lease receivable 31 Dec 31 Dec $000 $000 Current - 152 Non-current - - - 152 |
Share Capital and Share Premium
Share Capital and Share Premium | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of share capital, reserves and other equity interest [text block] [Abstract] | |
Share Capital and Share Premium | 15 SHARE CAPITAL AND SHARE PREMIUM Group On 21 October 2021, the Company acquired the entire shareholding of Tiziana Life Sciences Plc and its subsidiaries through a share for share exchange transaction. On this date Tiziana Life Sciences Ltd became the Group’s parent company. This transaction does not constitute a business combination under IFRS 3 “Business combinations” and has been accounted for as a group reorganization. Merger accounting has been applied to account for the insertion of the new company. Due to a share consolidation, the effect of this was a decrease in share capital of the Company with an offset posted to the merger reserve. As a common control transaction, the Group has elected to present the comparative information as if this transaction had occurred before the start of the comparative period. The share capital arising on the share for share exchange has been presented as share capital in the comparative period. Nominal Value Share Capital Share Premium Merger Reserve £/$ Shares $000 $000 $000 At January 1 2021 per 20-F annual report £ 0.03 194,612,289 10,794 111,821 - Group Reorganization Elimination of share capital in Tiziana Life Sciences Plc £ 0.03 (194,612,289 ) (10,794 ) (111,821 ) 122,615 Shares issued pursuant to share for share exchange and consolidation $ 0.001 97,306,144 97 - (97 ) Elimination of other reserves in Tiziana Life Sciences Plc (3,821 ) Restated at 1 January 2021 $ 0.001 97,306,144 97 - 118,697 Shares issued in the period: Conversion of warrants $ 0.001 136,854 - 156 - Conversion of Loan $ 0.001 1,866,907 2 603 - Issued in lieu of cash bonus $ 0.001 2,962,709 3 14,837 - At 31 December 2021 102,272,614 102 15,596 118,697 Ordinary Shares Ordinary shares have a par value of $0.001. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. |
Share Based Payments
Share Based Payments | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of share-based payment arrangements [Abstract] | |
SHARE BASED PAYMENTS | 16. SHARE BASED PAYMENTS Group and Company Options The company operates share-based payment arrangements to remunerate directors and key employees in the form of a share option scheme. The exercise price of the option is normally equal to the market price of an ordinary share in the company at the date of grant. 2021 2020 2019 Weighted Weighted Weighted Average Options Average Options Average Options Outstanding at 1 January 67 17,024 113 16,379 107 18,617 Granted 166 5,210 111 3,870 - - Forfeited - - (52 ) (300 ) (152 ) (2,238 ) Exercised - - (25 ) (2,925 ) - - Outstanding at 31 December 90 22,234 67 17,024 113 16,379 Exercisable at 31 December 54 7,616 65 6,249 67 5,521 During the year ending 31 December 2021 no options were exercised. 2,925,725 options were exercised during the year ending 31 December 2020. No options were exercised in the year to 31 December 2019. The total outstanding fair value charge of the share option instruments is deemed to be approximately $12,339k (2020: $7,046k; 2019: $5,237k). The total expenses recognized for the year ending 31 December 2021 arising from share based payment transactions is $5,173k (2020: $5,105k; 2019: $1,266k). Share options outstanding at the end of the year have the following expiry dates and exercise prices: Grant Date Expiry Date Exercise Price Share Options as 26 June 2014 26 June 2024 $ 0.47 1,831 30 April 2018 30 April 2028 $ 1.10 1,300 6 May 2020 5 May 2028 $ 0.47 12,393 23 July 2020 26 July 2030 $ 2.11 1,000 25 August 2020 24 August 2030 $ 1.98 500 02 February 2021 01 February 2031 $ 1.36 1,250 02 February 2021 01 February 2031 $ 1.98 3,500 08 October 2021 08 October 2031 $ 0.72 460 Total 22,234 Fair value of options granted The Directors have used the Black-Scholes-Merton option pricing model to estimate the fair value of all of the options granted during the year to December 31, 2021, applying the assumptions below. Historical volatility is based on the historical volatility of the Company itself. The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. The Company has estimated a forfeiture rate of zero. The model inputs for options granted during the year ended 31 December 2021 valued under the Black-Scholes-Merton Valuation model included: 2 February 8 October Grant date share price $ 2.116 $ 0.719 Exercise share price $ 1.357/1.983 $ 0.719 Risk free rate -0.10% to -0.02 % 0.32% to 0.65 % Expected volatility 101% to 162 % 83% to 122 % Option life 10 years 10 years Weighted average share price $ 1.818 $ 0.719 Weighted average fair value per share option $ 0.862 $ 0.319 The model inputs for options granted during the year ended 31 December 2020 valued under the Black-Scholes-Merton Valuation model included: 6 May 2020 23 July 2020 Grant date share price $ 0.853 $ 2.184 Exercise share price $ 0.478 $ 2.150 Risk free rate 0.04% to 0.05% 0.04% to 0.05% Expected volatility 92% to 117% 92% to 117% Option life 10 years 10 years Weighted average share price $ 0.853 $ 2.184 Weighted average fair value per share option $ 0.478 $ 2.150 For the options issued in August 2020 with a market condition attached, the Directors have used the Monte Carlo simulation to estimate the fair value of these options. The Company uses the following methods to determine its underlying assumptions: ● expected volatilities are based on the historical volatilities of the market; ● the expected term of the award is 4 years and is based on managements’ assessment of when the market condition is likely to be achieved; and ● a range of fair value’s per share were produced and management have determined the most appropriate value based on their knowledge of the market and vesting conditions being fulfilled. Modification of share based payments. In May 2020, the Company reduced the exercise price for options issued to employees and directors to $0.48 (£0.35). This was approved by shareholders at a General Meeting held on May 6, 2020. The fair value of the modified options at the date of modification was determined using the option pricing models as described above. The incremental fair value was recognised as an expense over the period from the modification date to the end of the vesting period. The expense for the original option grant will continue to be recognised as if the terms had not been modified. The fair value of the modified options was determined using the same models and principles as described above. Group and Company Warrants No warrants were issued in 2021. For warrants issued in 2020, the Directors have estimated the fair value of the warrants using the Black-Scholes valuation model and assumptions below: January 21 January 1 June Grant date share price £ 0.43 £ 0.43 £ 1.15 Exercise share price £ 0.42 £ 0.35 £ 0.70 Risk free rate 0.64 % 0.40 % 0.04 % Expected volatility 61.7 % 84.7 % 111 % 2021 $000 2020 $000 2019 $000 Outstanding at 1 January 697 2,418 1,873 Granted - 324 545 Transfer to share premium on exercise of warrants - (2,046 ) - Outstanding at 31 December 697 697 2,418 A share-based payment charge for the year of $0 (2020: $26k, 2019: $0) has been expensed in the statement of comprehensive income. |
Convertible Debt Instrument Cla
Convertible Debt Instrument Classified As a Liability | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Debt Instrument Classified as a Liability [Abstract] | |
CONVERTIBLE DEBT INSTRUMENT CLASSIFIED AS A LIABILITY | 17. CONVERTIBLE DEBT INSTRUMENT CLASSIFIED AS A LIABILITY Group and Company Convertible Loan Notes 2016 A convertible loan note of $273k was in existence as detailed in the Admission Document dated 31 March 2014. Proceeds of the subscriptions for the notes are to be used exclusively to finance the Company’s on-going working capital requirements. The terms of the loan note are that the loan notes, plus accrued interest at a rate of 4 per cent above Bank of England base rate per annum, will convert into ordinary shares in the Company at a price of £0.10 per share at the election of the Noteholder any time after the second anniversary of the readmission to AIM on 24 April 2014. The Company considers this to be a Convertible Debt Instrument as detailed in the policy described at note 2 as a result of the fact that the Company is obligated to repay the capital amount and the interest of the loan, and the Noteholder has the right to settle the obligation via a cash settlement and is not limited to settling the obligation in shares in the Company. The loan note was converted during the course of the year to December 31, 2021, with accelerated interest until October 2028 recognized by board approval. Accounting for the convertible debt instrument The net proceeds received from the issue of the Convertible Loan Note have been recorded as a debt liability in the balance sheet and the accrued interest charged to the income statement and the debt liability. The loan was converted in November 2021. The liability for the convertible debt instrument is; Convertible Loan Note Classified as a Liability Year ended 2021 2020 $000 $000 Convertible loan notes b/f 324 313 Accrued interest 163 11 Conversion of loan note (487) - - 324 |
Convertible Instruments Classif
Convertible Instruments Classified as Equity | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Instruments Classified As Equity [Abstract] | |
CONVERTIBLE INSTRUMENTS CLASSIFIED AS EQUITY | 18. CONVERTIBLE INSTRUMENTS CLASSIFIED AS EQUITY On October 31, 2019, the Company decided to raise convertible equity finance from supportive existing shareholders. $1,850,000 was raised from the issuance of Convertible Loan Notes. The Loan Notes are short term instruments and carry a coupon of 16% per annum and are convertible (together with all accrued interest) into ordinary shares of nominal value £0.03 each in the capital of the Company at a conversion price of 42p, they are not convertible into cash. The Loan Notes are convertible on the third anniversary of the date of issue of the Notes, or at the election of the noteholder on completion of the next non-qualifying equity financing or on the making of a takeover offer for the Company(as defined in the City Code on Takeovers and Mergers), and such election may be made on an immediate basis or conditional on any such takeover offer being declared, or becoming, unconditional. The warrants issued in connection with the Loan Notes entitle the holders to subscribe for one additional share per conversion share at the same price of 42p. The warrants may be exercised for a period of up to 5 years from their date of issue. The principal amount of the Convertible Equity Instrument that was recorded as in the convertible loan note reserve prior to conversion is as follows: 2021 2020 2019 $000 $000 $000 Par value of Convertible loan notes issued - 1,850 1,850 Less: Fair value of warrants issued to note holders - (545 ) (545 ) Exchange rate adjustment - 209 - - 1,514 1,305 Accrued interest - 348 52 Less: convertible loan note conversion - (2,523 ) - Exercise of warrants - 661 - - - 1,357 |
Reserves
Reserves | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Reserves [Abstract] | |
RESERVES | 19. RESERVES The share-based payment reserve for warrants represent the cost to issue warrants in the future based on their grant date fair value. The share-based payment reserve for options represents the cost to issue share-based compensation, primarily share options, based on their grant date fair value. The convertible loan note reserve represents the proceeds received on issuance of convertible loan notes classified as equity instruments, accrued interest and the fair value of the debt component, in respect of loans that are yet to convert. Retained earnings represent the cumulative profits/(losses) of the entity which have not been distributed to shareholders. This reserve has been credited as part of the capital reduction exercise described below. The shares to be issued reserve represents the equity shares that are to be issued to the Chairman in lieu of his realization bonus, which became payable during the course of the year to 31 December 2020. The translation reserve represents the unrealised gains or losses from the foreign currency translation of Companies within the Group. The merger reserve arises on consolidation as a result of the share for share exchange transaction that took place this year described in note 15. It represents the difference between the share capital issued and the aggregate carrying value of assets and liabilities and other reserves of the previous parent on the merger date. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of financial instruments [text block] [Abstract] | |
FINANCIAL INSTRUMENTS | 20. FINANCIAL INSTRUMENTS The main risks arising from the Group’s financial instruments are liquidity risk, foreign currency risk and credit risk. The directors regularly review and agree policies for managing each of these risks which are summarised below. Market risk Market risk encompasses three types of risk, being foreign currency exchange risk, price risk and fair value interest rate risk. The Group policies for managing fair value interest rate risk are considered along with those for managing cash flow interest rate risk and are set out in the subsection entitled “interest rate risk” below. The Directors do not consider the Group’s exposure to price risk to be significant. The Group’s risk management is coordinated by the Directors and focuses on actively securing the Group’s short to medium term cash flows by minimising the exposure to financial markets. The Group does not engage in the trading of financial assets for speculative purposes. Credit risk Credit risk is managed on a Group basis. Credit risk arises principally from cash and cash equivalents and deposits with banks and financial institutions as well as credit exposure to customers including committed transactions and outstanding receivables. The Group reviews its banking arrangements carefully to minimise such risks and currently has no customers and therefore this risk is viewed as minimal. Management monitor loans between members of the Group as part of their internal reporting and assess outstanding receivables for ability to be repaid. Liquidity risk The Group’s policy is to regularly monitor current and expected liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its liquidity requirements in the short and long term. The Group ordinarily finances its activities through cash generated from by private and public offerings of equity and debt securities. The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments: 2021 $000 Less than 3 to 12 Total Trade payables 2,873 1,533 4,406 Related party payables 1,355 - 1,355 Total 4,228 1,533 5,761 2020 $000 Less than 3 to 12 Total Trade payables 2,620 746 3,366 Related party payables - 2,040 2,040 Total 2,620 2,786 5,406 Interest rate risk The Group has limited exposure to interest-rate risk arising from its bank deposits. These deposit accounts are held at variable interest rates based on Barclays Bank base rate. The Directors do not consider the impact of possible interest rate changes based on current market conditions to be material to the net result for the year or the equity position at the year-end for either the year ended 31 December 2021 or 31 December 2020. Foreign Currency risk The group operates internationally although the majority of its operations are based in the United Kingdom and the United States, and the majority of assets and liabilities are denominated in US Dollars, with a small amount denominated in Pound Sterling. It therefore is exposed to some foreign exchange risk arising from exposure to various currencies primarily the Pound Sterling. The Group monitors currency exchange rates and makes judgments as to whether to enter into currency hedging contracts. Currently no such hedging contracts are in place. Sensitivity analysis A reasonably possible strengthening (weakening) of the US dollar, or Sterling against all other currencies at 31 December 2021 would have affected the measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts shown below. This analysis assumes that all other variables remain constant. Profit or loss and equity December 31, 2021 Strengthening Weakening USD (5% movement) 90 (90) |
Capital Risk Management
Capital Risk Management | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of capital risk management [Abstract] | |
CAPITAL RISK MANAGEMENT | 21. CAPITAL RISK MANAGEMENT For the purpose of the Group’s capital management, capital includes called up share capital, share premium, share based payments for options, share based payments for warrants, convertible loan note reserve, and all other equity reserves attributable to the equity holders of the parent as reflected in the statement of financial position. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maximise shareholder value through the optimisation of the equity balance. The Group adjusts its capital structure in light of changes in economic conditions and expected business demands on capital. The Group may also return capital to shareholders or issue additional shares. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of trade and other payables [Abstract] | |
TRADE AND OTHER PAYABLES | 22. TRADE AND OTHER PAYABLES Year ended Group 2021 2020 $000 $000 Trade payables 4,406 3,366 Accruals 1,775 2,224 6,181 5,590 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of other non-current assets [Abstract] | |
OTHER NON-CURRENT ASSETS | 23. OTHER NON-CURRENT ASSETS In June 2016, the Board approved the purchase of the data repository of DNA samples from SharDNA (an Italian entity in liquidation) for EUR 258k, approximately $279k. Management recognize that the transaction is not the purchase of a business, but the purchase of key assets owned by SharDNA. These assets are owned by Tiziana Life Sciences Ltd (formerly Tiziana Life Sciences plc). The validity to the sale of the assets has been confirmed by the Italian judicial system however the Company is still unable to utilise these assets until the resolution of the outstanding data protection legal action. This action is unlikely to be resolved for another 2 years so the Company decided to impair the asset resulting in an impairment charge of $279k during the year ending December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of related party [text block] [Abstract] | |
RELATED PARTY TRANSACTIONS | 24. RELATED PARTY TRANSACTIONS The ultimate controlling party of the Group is Planwise Group Ltd. Rasna Therapeutics Inc is a related party as the entity is controlled by a person that has significant influence over the Group. Rasna is also party to a Shared Services agreement with Tiziana whereby Rasna is charged for shared services such as the payroll and rent. During 2020, Tiziana extended a loan to Rasna for $72,000 at an interest rate of 8% per annum. As of December 31, 2021, $106k (2020: $78k, 2019: $5k) was owed to Tiziana Life Sciences Ltd in respect of the loan and shared services agreement. The total charged under the shared services agreement in the year ending 31 December 2021 was $11k. In addition to the above, on April 16, 2020, Tiziana also acquired all of the intellectual property relating to a nanoparticle-based formulation of Actinomycin D (Act D; a.k.a. Dactinomycin), from Rasna to expand its pipeline for a consideration of an initial $120k upfront payment and milestone payments of up to an additional aggregate $630k (also see note 26). There were no milestone payments due in the year ending 31 December 2021. OKYO Pharma Ltd is a related party as the entity is controlled by a person that has significant influence over the Group. OKYO is also party to a Shared Services agreement with Tiziana whereby OKYO is charged for shared services such as the payroll and rent. As of December 31, 2021, $42k (2020: $27k, 2019 $28k) was owed to Tiziana Life Sciences Ltd in respect of this agreement. The total charged under the shared services agreement in the year ending 31 December 2021 was $98k. Gensignia Lifesciences Inc is a related party as the entity is controlled by a person that has significant influence over the Group. As of December 31, 2021, $295k (2020: $348k, 2019: $320k) was owed to Tiziana Life Sciences Ltd in respect of a loan facility, which is past due Interest is due on the loan however the board have waived all interest charges to date. However the board are considering mechanism’s for settlement and believe this to be likely. There were no transactions during the year to December 31, 2021. Accustem Sciences Inc is a related party as the entity is controlled by a person that has significant influence over the Group. Accustem is also party to a Shared Services agreement with Tiziana whereby the Company is charged for shared services such as payroll and rent As of December 31, 2021, $1,341k (2020: $1,346k) was the net amount owed to Accustem, made up of cash payable of $1,355k less shared service costs of $14k. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of leases [text block] [Abstract] | |
LEASES | 25. LEASES All leases are accounted for by recognising a right-of-use asset and a lease liability except for: ● Leases of low value assets; and ● Leases with a duration of 12 months or less. IFRS16 was adopted 1 January 2019 without restatement of comparative figures. The following policies apply subsequent to the date of initial application, 1 January 2019. The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 12). For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. During the course of 2021, the Group entered into new lease agreements on all of its offices. The new leases all have a term shorter than 12 months so the Group has applied the exemption allowed by paragraph 5a in IFRS16 in respect of short term leases. Right-of-use assets 31 Dec 31 Dec $000 $000 At 1 January 2021 357 433 Depreciation (133 ) (91 ) Disposal of lease (224 ) - Exchange differences 15 - 357 Lease Liabilities 31 Dec 31 Dec $000 $000 At 1 January 2021 555 820 Interest expense 13 18 Lease payments (164 ) (321 ) Exchange differences - (38 ) Disposal of lease (394 ) - - 555 |
Demerger of Subsidiary
Demerger of Subsidiary | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of subsidiaries [text block] [Abstract] | |
DEMERGER OF SUBSIDIARY | 26. DEMERGER OF SUBSIDIARY The Company’s demerger of its subsidiary, Stemprinter Sciences Ltd, to allow for the creation of a separate business occurred by way of a demerger under English law. It happened in two distinct steps. In the first step, in September 2020, Tiziana transferred all the ownership rights and intellectual property relating to the StemPrintER project, in the form of patents and a license, to a Tiziana subsidiary, Stemprinter Sciences Limited. In the second step, on October 5, 2020, the Company sold Stemprinter Sciences Limited to Accustem Sciences Ltd. In September 2020, the Company transferred all the ownership rights and intellectual property relating to StemPrintER™ along with $1.4 million (£1.0 million) in cash to its newly formed wholly owned subsidiary, StemPrinter Sciences Limited. This was the first step in the creation of the separate business by way of a demerger under English law. In this first step, the transfer of all the ownership rights and intellectual property was treated as an asset transfer (acquired IPR&D). The treatment as a separate asset acquisition at this stage reflected the fact that, immediately prior to transfer, the Company carried out only limited maintenance type activity on the StemPrintER project and the concentration of fair value was in the StemPrintER intellectual property asset. Stemprinter Sciences Limited recorded the ownership rights and intellectual property a separately acquired an intangible asset in its books at cost under IAS 38, with cost (as defined in the IFRS Glossary), including the fair value of the other consideration given (i.e., shares issued in exchange for intellectual property). temprinter Sciences Limited therefore was also required to record the equity capital issued for the StemPrintER asset acquired at fair value as set out in IFRS 13. Prior to the transfer, the intellectual property was an internal project within the Company and was not classified as an asset on the Company’s balance sheet or a separate line of business. The Company tracked the expenses incurred in maintaining this project in the form of patent maintenance fees, CRO fees and project consultancy fees, the total amounts for which between 2014 and the transfer date were £2,073,930. The Company used the aggregate amount of these expenses as its determination of fair value (as further discussed below) to credit an account in the books of Stemprinter Sciences Limited by $ 2,83,246 In the second step of the transaction, on October 5, 2020, Accustem Sciences Ltd entered into an agreement with the Company to acquire Stemprinter Sciences Limited, including the ownership rights and intellectual property relating to StemPrintER™ and cash of $1.4 million (£1.0 million) contained within the entity. In exchange for the transfer of ownership (shares in Stemprinter Sciences Limited), Accustem Sciences Ltd allotted 194,612,288 ordinary shares of £0.01 par value to Tiziana shareholders on a one for one basis based on the Tiziana ownership as at October 30, 2020. Stemprinter Sciences Limited was a consolidated subsidiary of Tiziana Life Sciences plc until October 5, 2020. The Demerger was effected by Tiziana declaring a special dividend on the Tiziana Shares which was satisfied by the transfer to Accustem of the entire issued share capital of Stemprinter Sciences Limited, the company to which all the relevant assets relating to StemPrintER had been transferred. In order for the Demerger to be effective, the Company cancelled $5,461,000 (£4,000,000) from its Share Premiuim account in order to create a distributable reserve in the Company to facilitate the special dividend to shareholders. This was approved by the High Court on October 26, 2020. As at December 31, 2021, $1.4 million (£1.0 million) is a payable by Tiziana to Accustem Sciences Ltd. |
Financial Commitments
Financial Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of commitments [text block] [Abstract] | |
FINANCIAL COMMITMENTS | 27. FINANCIAL COMMITMENTS The Group’s main financial commitments relate to the contractual payments in respect of its licensing agreements. Due to the uncertain nature of scientific research and development and the length of time required to reach commercialisation of the products of this research and development, pre-clinical, clinical and commercial milestone obligations are not detailed until there is a reasonable certainty that the obligation will become payable. ● Milciclib project research future payments relate to the achievement of clinical milestones or the payment of royalties. We are obligated to pay Nerviano the following additional amounts in respect of the first licensed product or service which achieves the stated development milestones: (a) $1,000,000 upon initiation of the first Phase II clinical tria, this is currently being negotiated with BMS. (b) $4,000,000 upon FPD of the first Phase 3 registration trial in HCC. (c) $3600,000 upon first patient enrollment into a Phase II human clinical trial (d) Upon the first NDA equivalent in: thymic carcinoma, $900,000; HCC, $9,000,000; breast cancer, $15,000,000. ● Foralumab project – Future payments relate to the achievement of clinical milestones or the payment of royalties. Diligence obligations are payable to BMS/Medarex should the project continue to commercialisation. $750,000 has been accrued in respect of diligence obligations due to Medarex for 2021. We are obligated to pay BMS the following additional amounts in respect of the first licensed product or service which achieves the stated development milestones: (a) $300,000 upon enrollement of first patient in a Phase I human clinical trial of the first Phase II Clinical trial, this is currently being negotiated with BMS. (b) $1,500,000 upon initiation of the first Phase III clinical trial (c) $2,000,000 upon filing of the first BLA, or equivalent (d) $2,000,000 upon approval of the first BLA, or equivalent We are obligated to pay Brighams Womens Hospital the following hospital milestone payments: (a) $300,000 upon first patient enrollment into a Phase I human clinical trial (b) $300,000 upon first patient enrollment into a Phase II human clinical trial (c) $1,500,000 upon first patient enrollment into a Phase III human clinical trial (d) $3,000,000 upon first commercial sale of a product ● ACT D - Tiziana will need to make milestone payments of up to $630k depending on the issuance of a US patent from any US patent application in Transferred IP relating to nanoparticle formulations of Act D and upon the successful completion of a Phase II clinical efficacy trial. |
Post Balance Sheet Events
Post Balance Sheet Events | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of events after reporting period [text block] [Abstract] | |
POST BALANCE SHEET EVENTS | 28. POST BALANCE SHEET EVENTS On 13 January 2022, the Company announced that Dr. Thomas Adams passed away on January 9, 2022. He had served as a member of Tiziana Life Science’s Board of Directors since February 2021. On 24 January 2022, the Company announced that its Board of Directors has today authorized the Company’s management to implement a stock repurchase program for up to $5 million of the Company’s common shares at any time. The term of the board authorization is until December 31, 2022. The repurchase program may be suspended or discontinued at any time and will be funded using the Company’s working capital. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of preparation | Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and IFRIC interpretations as applicable to companies reporting under IFRS. These accounts have been prepared under the historical cost convention except for the following items: - Financial instruments – fair value through profit or loss -Financial instruments – fair value through other comprehensive income |
Going Concern | Going Concern The Group incurred losses during the year and has net assets at the year end. The Group is in the early stages of developing its business focusing on the discovery and development of novel molecules that treat human disease in oncology and immunology. As the Group is pre-revenue, the Directors expect the Group to incur further losses and to require significant capital expenditure in continuing to develop clinical stage development therapeutic candidates in both oncology and immunology. The Group has successfully funded clinical trials to date and going forward will need to continue to secure additional investment to fund the clinical trials. The Directors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investment to fund that operation. Based on those projections, the directors conclude that the company will be able to meet its liabilities as they fall due until at least June 2023, with a cash surplus of approximately $15m projected at this date. Accordingly, the Directors believe it appropriate that the financial statements have been prepared on a going concern basis. |
New and Revised Standards | New and Revised Standards Standards in effect in 2021 There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2021, that are relevant to the Group and that have had any impact in the year to December 31, 2021. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant, and hence are not listed here |
Basis of consolidation | Basis of consolidation Subsidiary undertakings are all entities over which the Group exercises control. The Group has control when it can demonstrate all of the following: (a) power over the investee; (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability to use its power over the investee to affect the amount of the investor’s return. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains control and are de-consolidated from the date at which control ceases. |
Business combination | Business combination The Group has undertaken a group reorganisation exercise during the year to December 31, 2021. As part of this process, Tiziana Life Sciences Ltd (a Bermudan entity) was inserted above Tiziana Life Sciences Limited (formerly Tiziana Life Sciences Plc) in the Group’s structure. As both entities were under common control of Planwise Ltd, the transaction does not constitute a business combination under IFRS 3 ‘Business combinations’ and instead has been accounted for as a group reorganization, using the pooling of interest method. This results in assets and liabilities being measured at their carrying amount in Tiziana Life Sciences Limited (formerly Tiziana Life Sciences Plc) but share capital being that of Tiziana Life Sciences Ltd (a Bermudan entity). Merger accounting has been used to account for this transaction (See note 15 for details). On 21 October 2021, Tiziana Life Sciences Ltd. (the ‘Company’) acquired the entire shareholding of the former Tiziana Life Sciences Plc and its related subsidiaries, by a way of a share for share exchange with Tiziana Life Sciences Ltd becoming the Group’s immediate parent company. On 21 October 2021, the Company was admitted for listing on the NASDAQ Capital Market Exchange and the former Tiziana Life Sciences Plc was delisted from the London Stock Exchange. This Annual Report 20-F is the first set of annual financial statements presented for the newly formed Group and the prior period comparison is that of the former Tiziana Life Sciences Plc. The underlying structure of the Group is unchanged and as such the Consolidated Income Statement, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows have been presented on a consistent basis as if the group reorganisation had taken place at the start of the earliest period presented (see note 15). |
Segment reporting | Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Board. The Board considers there to be only one operating segment being the research and development of biotechnological and pharmaceutical products. |
Taxation | Taxation The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realized, or the deferred liability is settled. Deferred tax assets are recognized to the extent that it is probable that the future taxable profit will be available against which the temporary differences can be utilized. Research and Development tax credits are provided for in the year that the costs are incurred. These are estimated based on eligible research and development expenditure. Any differences that are rebated are recognized in the following year, when the cash is received from the UK tax authorities. |
Foreign currency translation | Foreign currency translation Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars, which is the Group’s presentational currency. Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. The financial statements of overseas subsidiary undertakings are translated into US dollars on the following basis: ● Assets and liabilities at the rate of exchange ruling at the year-end date. ● Profit and loss account items at the average rate of exchange for the year. Exchange differences arising from the translation of the net investment in foreign entities, borrowings and other currency instruments designated as hedges of such investments, are taken to equity (and recognized in the statement of comprehensive income) on consolidation. |
License fees | License fees Payments made which provide the right to perform research are carefully evaluated to determine whether such payments are to fund research or acquire an asset. Licence fees expenses are recognised as incurred. |
Research and development | Research and development All on-going research and development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory environment inherent in the development of the Group’s products, the criteria for development costs to be recognised as an asset, as set out in IAS 38 ‘Intangible Assets’, are not met until a product has been granted regulatory approval and it is probable that future economic benefit will flow to the Group. The Group currently has no qualifying expenditure. |
Financial instruments | Financial instruments The Group classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument. The Group evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component. Such components shall be classified separately as financial assets, financial liabilities or equity instruments. A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. (a) Financial assets, initial recognition and measurement and subsequent measurement All financial assets not recorded at fair value through profit or loss, such as receivables and deposits, are recognized initially at fair value plus transaction costs. Financial assets carried at fair value through profit or loss (FVTPL) are initially recognized at fair value, and transaction costs are expensed in the income statement. The measurement of financial assets depends on their classification. Financial assets such as receivables and deposits are subsequently measured at amortized cost using the effective interest method, less loss allowance. The Group does not hold any financial assets at fair value through profit or loss or fair value through other comprehensive income. (b) Financial liabilities, initial recognition and measurement and subsequent measurement Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. The Group’s financial liabilities include trade and other payables. |
Warrants | Warrants Warrants are issued by the Group in return for services and as part of a financing transaction. Warrants issued in return for services. These warrants fall within scope of IFRS 2. The Company recognises that the fair value at the date of grant of these warrants should be expensed to the Statement of Income and recognised over the life of the service for which the warrant was provided. These warrants have been valued by reference to the equity instruments granted as they are all tied to Convertible loan notes. The measurement date is therefore the date that the Convertible loan note was entered into. Warrants issued as part of a financing transaction. Warrants issued as part of a financing transaction fall outside the scope of IFRS 2. These are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity. The fair value is recognised within equity and is not remeasured. |
Share capital | Share capital Ordinary shares of the Company are classified as equity. |
Property, plant and equipment | Property, plant and equipment (i Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss. (ii) Depreciation Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. The estimated useful lives for the current period and the comparative period are as follows. Fixtures and fittings 5 years IT and equipment 3 years Right of use asset Economic life of contractual relationship Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses line of the income statement. |
Impairment | Impairment Impairment of financial assets measured at amortised cost At each reporting date the Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost. In establishing the appropriate amount of loss allowance to be recognised, the Group applies either the general approach or the simplified approach, depending on the nature of the underlying group of financial assets. General approach The general approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restricted cash and cash and cash equivalents. Under the general approach the Group recognises a loss allowance for a financial asset at an amount equal to the 12-month expected credit losses, unless the credit risk on the financial asset has increased significantly since initial recognition, in which case a loss allowance is recognised at an amount equal to the lifetime expected credit losses. Simplified approach The simplified approach is applied to the impairment assessment of trade receivables. Under the simplified approach the Group always recognises a loss allowance for a financial asset at an amount equal to the lifetime expected credit losses. Impairment of non-financial assets Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Non-financial assets are impaired when its carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts discounted back to present value at a pre-tax discount rate. |
Leases | Leases All leases are accounted for by recognizing a right-of-use asset and a lease liability except for: ● Leases of low value assets; and ● Leases with a duration of 12 months or less. IFRS16 was adopted 1 January 2019 without restatement of comparative figures. The following policies apply subsequent to the date of initial application, 1 January 2019. The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have any leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 12). For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. The expected costs of returning to original condition is considered negligible. At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Group. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Short term leases exempt from IFRS 16 are classified as operating leases. Payments made under operating leases are recognised in profit and loss on a straight-line basis over the term of the lease. The Group as a lessor As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not. During the course of 2021, the Group continued to sublet one of its office spaces until October 2021. This has been recognised as a finance lease receivable for the value of the sublease. |
Share based payments | Share based payments The calculation of the fair value of equity-settled share-based awards and the resulting charge to the statement of comprehensive income requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the Company’s share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards. Where employees and directors are rewarded using share-based payments, the fair value of the employees’, directors’ or advisers’ services are determined by reference to the fair value of the share options/warrants awarded. Their value is appraised at the date of grant and excludes the impact of any nonmarket vesting conditions (for example, profitability and sales growth targets). In accordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share options based upon the fair value of the instrument used. A corresponding credit is made to an –equity reserve, in the case of options/warrants awarded to employees, directors, advisers and other consultants. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options/warrants expected to vest. Non market vesting conditions are included in assumptions about the number of options / warrants that are expected to become exercisable. Estimates are subsequently revised, if there is any indication that the number of share options/warrants expected to vest differs from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if fewer share options ultimately are exercised than originally estimated. Upon exercise of share options/warrants, the proceeds received are allocated to share capital with any excess being recorded as share premium. A corresponding debit is made to the share based payment reserve. Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately within the Statement of Comprehensive Income. All goods and services received in exchange for the grant of any share based payment are measured at their fair value. |
Convertible loan notes | Convertible loan notes The Group issues Convertible loan notes which can be classified as equity or a liability depending on whether the fixed for fixed condition is met or not. Where the fixed for fixed condition is met The Group classifies convertible loan notes that meet the fixed for fixed condition as equity instruments and records the principal of the loan note as a equity in a Convertible loan note reserve. The accrued interest on the principal amount is also recorded in the Convertible loan note reserve. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the convertible loan note reserve to share capital and share premium. Where the fixed for fixed condition is not met The Group classifies convertible loan notes that do not meet the fixed for fixed condition as liability instruments and records the principal of the loan note as a debt liability in the liabilities section of the statement of financial position. The accrued interest on the principal amount is recorded in the income statement and as an increase in the debt liability. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the debt liability to share capital and share premium. |
Sub License Income | Sub License Income In September 2021 the Company signed a collaboration agreement signed with Precision Biosciences, Inc. under which $750k was recognized as an upfront payment in accordance with the contract for the on grant of an exclusive license to use foralumab as a lymphodepletion agent in conjunction with Precision Biosciences, Inc’s allogeneic CAR T therapeutics for the treatment of cancers. |
Other Intangible Assets | Other Intangible Assets Other intangible assets that are acquired by the Group are stated at cost less accumulated impairment losses. At each balance sheet date non-financial assets are assessed to determine whether there is an indication that the asset or the asset’s cash generating unit may be impaired. If there is such an indication the recoverable amount of the asset or asset’s cash generating unit is compared to the carrying amount. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies Table [Abstract] | |
Schedule of estimated useful lives for the current period and the comparative period | Fixtures and fittings 5 years IT and equipment 3 years Right of use asset Economic life of contractual relationship |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income Table [Abstract] | |
Schedule of other income | Year Ended 2021 2020 2019 Sublicense income 750 - - Other 143 - - |
Operating Loss (Tables)
Operating Loss (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Loss Table [Abstract] | |
Schedule of operating loss | Year Ended 2021 2020 2019 License fee (1,047 ) 706 553 Realization bonus 855 13,503 - Foreign exchange gain related to the realization bonus - (289 ) - Depreciation of Property, Plant and Equipment 8 5 5 Depreciation (Right-of-use asset) 133 86 245 Foreign exchange (gain)/losses (1,899 ) 239 165 |
Segmental Reporting (Tables)
Segmental Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segmental Reporting Table [Abstract] | |
Schedule of group’s other income | UK USA Total Sublicense income 750 - 750 |
Employees (Tables)
Employees (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of information about employees [text block] [Abstract] | |
Schedule of employees | Year ended 2021 2020 2019 Group Staff costs comprised: Directors’ salaries (including bonus) 2,526 14,666 1,145 Employees’ wages, salaries and bonus 1,856 1,058 696 Social security costs 176 194 609 Recruitment fees 242 17 - Share based payment charge 5,173 5,105 1,266 9,973 21,040 3,716 The average monthly number of employees, including directors, employed by the group during the year was: Research and Development 8 3 5 Corporate and administration 5 8 4 13 11 9 |
Remuneration of Key Managemen_2
Remuneration of Key Management Personnel (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of information about key management personnel [text block] [Abstract] | |
Schedule of remuneration of key management personnel | $’000 Year ended 2021 2020 2019 Director Directors’ Bonus Salary Share Directors’ Bonus Salary Share Directors’ Salary Share Bonus G. Cerrone (1) 330 855 - 624 170 13,588 - 155 102 - 296 182 R. Dalla Favera - - - - - - - - 3 - - - Willy Simon 59 93 49 - - 31 48 - - - Gregor MacRae - - - - 27 - - - - - - - J Brancaccio 59 -- - 93 22 - - 31 - - - - K. Shailubhai - 210 600 492 - 210 600 2,069 - 600 695 210 T Adams - - 413 2,197 - - - - - - - 448 1,065 1,013 3,499 268 13,798 600 2,286 153 600 991 392 |
Schedule of share options were granted to directors | Year ended 2021 2020 2019 Number of Number of Number of G. Cerrone - 1,800,000 - K. Shailubhai - - - L. Zanbeletti - - - W.Simon - 250,000 - J. Brancaccio - 250,000 - T Adams 3,500,000 - - 3,500,000 2,300,000 - |
Finance Costs (Tables)
Finance Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of finance cost [text block] [Abstract] | |
Schedule of finance costs | Year ended 2021 2020 2019 Group Finance Income Finance income received on net investment in lease - 8 1 Total finance income - 8 1 Finance Expense Finance charge accrued on convertible loan notes 163 303 61 Interest expense on lease liabilities 13 17 31 Total finance expenses 176 320 92 Net finance expense recognized in Statement of Comprehensive Income 176 312 92 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of income tax [text block] [Abstract] | |
Schedule of taxation | Year Ended 2021 2020 2019 Group Current year tax (credit) (3,255 ) (1,546 ) (661 ) Adjustments due to prior periods (15 ) (661 ) (28 ) Total tax (credit) for the period (3,240 ) (2,207 ) (689 ) The tax charge for the year is different from the standard rate of corporation tax in the United Kingdom of 19%. The difference can be reconciled as follows: Loss before taxation (26,657 ) (28,337 ) (10,013 ) Loss charged at standard rate of corporation tax 19% (5,065 ) (5,384 ) (1,903 ) Movement in unrecognized deferred tax 1,722 1,316 (241 ) Expenses not deductible for taxation 1,550 4,986 1,727 Adjustments due to prior periods (15 ) (661 ) (28 ) Research and development claim (1,401 ) (665 ) (285 ) Income not taxable for tax purposes (61 ) (1,741 ) Consolidation adjustment in relation to foreign exchange movements - (58 ) (41 ) (3,313 ) (2,207 ) (689 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loss Per Share [Abstract] | |
Schedule of basic loss per share | Year ended 2021 2020 2019 (Loss) attributable to equity holders of the company ($000) (23,417 ) (26,131 ) (9,323 ) Weighted average number of ordinary shares in issue 97,932,055 97,306,144 97,306,144 Basic loss per share (cents per share) (23.9 ) (26.85 ) (9.58 ) |
Property, It and Equipment (Tab
Property, It and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of property, plant and equipment [text block] [Abstract] | |
Schedule of property, IT and equipment | $000 Furniture IT Total Cost At 1 January 2020 16 38 54 Additions - 1 1 Disposals - - - At 31 December 2020 16 39 55 Depreciation At 1 January 2020 12 35 47 Charge in year 3 2 5 At 31 December 2020 15 37 52 Net Book Value as at 31 December 2020 1 2 3 $000 Furniture IT Total Cost At 1 January 2021 16 39 55 Additions 22 22 Disposals At 31 December 2021 16 61 77 Depreciation At 1 January 2021 15 37 52 Charge in year 1 7 8 At 31 December 2021 16 44 60 Net Book Value as at 31 December 2021 - 17 17 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of trade and other receivables [text block] [Abstract] | |
Schedule of other receivables | $000 Year ended 2021 2020 VAT Receivable 80 82 Receivable due for options exercised - 191 Security deposits receivable 35 135 Prepayments 1,186 375 1,301 785 |
Finance Lease Receivable (Table
Finance Lease Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Finance Lease Receivable [Abstract] | |
Schedule of leased office spaces | Finance lease receivable 31 Dec 31 Dec $000 $000 Current - 152 Non-current - - - 152 |
Share Capital and Share Premi_2
Share Capital and Share Premium (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of share capital, reserves and other equity interest [text block] [Abstract] | |
Schedule of share capital arising on the share for share exchange | Nominal Value Share Capital Share Premium Merger Reserve £/$ Shares $000 $000 $000 At January 1 2021 per 20-F annual report £ 0.03 194,612,289 10,794 111,821 - Group Reorganization Elimination of share capital in Tiziana Life Sciences Plc £ 0.03 (194,612,289 ) (10,794 ) (111,821 ) 122,615 Shares issued pursuant to share for share exchange and consolidation $ 0.001 97,306,144 97 - (97 ) Elimination of other reserves in Tiziana Life Sciences Plc (3,821 ) Restated at 1 January 2021 $ 0.001 97,306,144 97 - 118,697 Shares issued in the period: Conversion of warrants $ 0.001 136,854 - 156 - Conversion of Loan $ 0.001 1,866,907 2 603 - Issued in lieu of cash bonus $ 0.001 2,962,709 3 14,837 - At 31 December 2021 102,272,614 102 15,596 118,697 |
Share Based Payments (Tables)
Share Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of share-based payment arrangements [text block] [Abstract] | |
Schedule of share-based payment arrangements | 2021 2020 2019 Weighted Weighted Weighted Average Options Average Options Average Options Outstanding at 1 January 67 17,024 113 16,379 107 18,617 Granted 166 5,210 111 3,870 - - Forfeited - - (52 ) (300 ) (152 ) (2,238 ) Exercised - - (25 ) (2,925 ) - - Outstanding at 31 December 90 22,234 67 17,024 113 16,379 Exercisable at 31 December 54 7,616 65 6,249 67 5,521 |
Schedule of share options expiry dates and exercise price | Grant Date Expiry Date Exercise Price Share Options as 26 June 2014 26 June 2024 $ 0.47 1,831 30 April 2018 30 April 2028 $ 1.10 1,300 6 May 2020 5 May 2028 $ 0.47 12,393 23 July 2020 26 July 2030 $ 2.11 1,000 25 August 2020 24 August 2030 $ 1.98 500 02 February 2021 01 February 2031 $ 1.36 1,250 02 February 2021 01 February 2031 $ 1.98 3,500 08 October 2021 08 October 2031 $ 0.72 460 Total 22,234 |
Schedule of warrants expensed in the statement of comprehensive income | 2 February 8 October Grant date share price $ 2.116 $ 0.719 Exercise share price $ 1.357/1.983 $ 0.719 Risk free rate -0.10% to -0.02 % 0.32% to 0.65 % Expected volatility 101% to 162 % 83% to 122 % Option life 10 years 10 years Weighted average share price $ 1.818 $ 0.719 Weighted average fair value per share option $ 0.862 $ 0.319 6 May 2020 23 July 2020 Grant date share price $ 0.853 $ 2.184 Exercise share price $ 0.478 $ 2.150 Risk free rate 0.04% to 0.05% 0.04% to 0.05% Expected volatility 92% to 117% 92% to 117% Option life 10 years 10 years Weighted average share price $ 0.853 $ 2.184 Weighted average fair value per share option $ 0.478 $ 2.150 January 21 January 1 June Grant date share price £ 0.43 £ 0.43 £ 1.15 Exercise share price £ 0.42 £ 0.35 £ 0.70 Risk free rate 0.64 % 0.40 % 0.04 % Expected volatility 61.7 % 84.7 % 111 % |
Schedule of estimated the fair value of warrants using | 2021 $000 2020 $000 2019 $000 Outstanding at 1 January 697 2,418 1,873 Granted - 324 545 Transfer to share premium on exercise of warrants - (2,046 ) - Outstanding at 31 December 697 697 2,418 |
Convertible Debt Instrument C_2
Convertible Debt Instrument Classified As a Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Debt Instrument Classified as a Liability Table [Abstract] | |
Schedule of convertible loan note classified as a liability | Year ended 2021 2020 $000 $000 Convertible loan notes b/f 324 313 Accrued interest 163 11 Conversion of loan note (487) - - 324 |
Convertible Instruments Class_2
Convertible Instruments Classified as Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Instruments Classified As Equity [Abstract] | |
Schedule of convertible equity Instrument that was recorded as in the convertible loan note reserve prior to conversion | 2021 2020 2019 $000 $000 $000 Par value of Convertible loan notes issued - 1,850 1,850 Less: Fair value of warrants issued to note holders - (545 ) (545 ) Exchange rate adjustment - 209 - - 1,514 1,305 Accrued interest - 348 52 Less: convertible loan note conversion - (2,523 ) - Exercise of warrants - 661 - - - 1,357 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of financial instruments [text block] [Abstract] | |
Schedule of financial liabilities based on contractual undiscounted payments | 2021 $000 Less than 3 to 12 Total Trade payables 2,873 1,533 4,406 Related party payables 1,355 - 1,355 Total 4,228 1,533 5,761 2020 $000 Less than 3 to 12 Total Trade payables 2,620 746 3,366 Related party payables - 2,040 2,040 Total 2,620 2,786 5,406 |
Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts | Profit or loss and equity December 31, 2021 Strengthening Weakening USD (5% movement) 90 (90) |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of trade and other payables [text block] [Abstract] | |
Schedule of trade and other payables | Year ended Group 2021 2020 $000 $000 Trade payables 4,406 3,366 Accruals 1,775 2,224 6,181 5,590 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of leases [text block] [Abstract] | |
Schedule of right-of-use assets and lease liabilities | Right-of-use assets 31 Dec 31 Dec $000 $000 At 1 January 2021 357 433 Depreciation (133 ) (91 ) Disposal of lease (224 ) - Exchange differences 15 - 357 Lease Liabilities 31 Dec 31 Dec $000 $000 At 1 January 2021 555 820 Interest expense 13 18 Lease payments (164 ) (321 ) Exchange differences - (38 ) Disposal of lease (394 ) - - 555 |
Accounting Policies (Details)
Accounting Policies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($) | |
Disclosure of significant accounting policies [text block] [Abstract] | ||
Cash surplus | $ 15,000 | |
Number of operating segment | 1 | |
Upfront payment | $ 750 |
Accounting Policies (Details) -
Accounting Policies (Details) - Schedule of estimated useful lives for the current period and the comparative period | 12 Months Ended |
Dec. 31, 2021 | |
Fixtures and fittings [Member] | |
Accounting Policies (Details) - Schedule of estimated useful lives for the current period and the comparative period [Line Items] | |
Estimated useful lives | 5 years |
IT and equipment [Member] | |
Accounting Policies (Details) - Schedule of estimated useful lives for the current period and the comparative period [Line Items] | |
Estimated useful lives | 3 years |
Right of use asset [Member] | |
Accounting Policies (Details) - Schedule of estimated useful lives for the current period and the comparative period [Line Items] | |
Estimated useful lives | Economic life of contractual relationship |
Other Income (Details) - Schedu
Other Income (Details) - Schedule of other income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of other income [Abstract] | |||
Sublicense income | $ 750 | ||
Other | $ 143 |
Operating Loss (Details)
Operating Loss (Details) £ in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2020USD ($) | Aug. 31, 2020GBP (£) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | |
Disclosure of profit (loss) from operating activities [text block] [Abstract] | ||||
Realization bonus payable | $ 13.5 | |||
Raising funds | $ 28 | £ 20 | ||
Accrued amount due | $ 0.9 |
Operating Loss (Details) - Sche
Operating Loss (Details) - Schedule of operating loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of operating loss [Abstract] | |||
License fee | $ (1,047) | $ 706 | $ 553 |
Realization bonus | 855 | 13,503 | |
Foreign exchange gain related to the realization bonus | (289) | ||
Depreciation of Property, Plant and Equipment | 8 | 5 | 5 |
Depreciation (Right-of-use asset) | 133 | 86 | 245 |
Foreign exchange (gain)/losses | $ (1,899) | $ 239 | $ 165 |
Segmental Reporting (Details) -
Segmental Reporting (Details) - Schedule of group’s other income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segmental Reporting (Details) - Schedule of group’s other income [Line Items] | |||
Sublicense income | $ 750 | ||
UK [Member] | |||
Segmental Reporting (Details) - Schedule of group’s other income [Line Items] | |||
Sublicense income | 750 | ||
USA [Member] | |||
Segmental Reporting (Details) - Schedule of group’s other income [Line Items] | |||
Sublicense income |
Employees (Details) - Schedule
Employees (Details) - Schedule of employees - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Staff costs comprised: | |||
Directors’ salaries (including bonus) | $ 2,526 | $ 14,666 | $ 1,145 |
Employees’ wages, salaries and bonus | 1,856 | 1,058 | 696 |
Social security costs | 176 | 194 | 609 |
Recruitment fees | 242 | 17 | |
Share based payment charge | 5,173 | 5,105 | 1,266 |
Employees, total | 9,973 | 21,040 | 3,716 |
The average monthly number of employees, including directors, employed by the group during the year was: | |||
Research and Development | 8 | 3 | 5 |
Corporate and administration | 5 | 8 | 4 |
Total | $ 13 | $ 11 | $ 9 |
Remuneration of Key Managemen_3
Remuneration of Key Management Personnel (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of information about key management personnel [text block] [Abstract] | |||
Bonus description | Gabriele Cerrone’s 2021 bonus is the interest charged on his 2020 bonus due to delayed issuance of shares ; his 2020 bonus includes a $13.2m realization bonus; his 2019 bonus covers the period June 9, 2016 to December 31, 2019 | ||
Exercised shares options (in Shares) | 2,319,225 | ||
Intrinsic gain | $ 4,100 | ||
Contribution pension schemes | $ 24 | $ 10 | $ 16 |
Remuneration of Key Managemen_4
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | $ 448 | $ 268 | $ 153 | |
Bonus | 1,065 | 13,798 | 392 | |
Salary | 1,013 | 600 | 600 | |
Share based payments | 3,499 | 2,286 | 991 | |
G. Cerrone [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | [1] | 330 | 170 | 102 |
Bonus | [1] | 855 | 13,588 | 182 |
Salary | [1] | |||
Share based payments | [1] | 624 | 155 | 296 |
R. Dalla Favera [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | 3 | |||
Bonus | ||||
Salary | ||||
Share based payments | ||||
Willy Simon [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | 59 | 49 | 48 | |
Bonus | ||||
Salary | ||||
Share based payments | 93 | 31 | ||
Gregor MacRae [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | 27 | |||
Bonus | ||||
Salary | ||||
Share based payments | ||||
J Brancaccio [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | 59 | 22 | ||
Bonus | ||||
Salary | ||||
Share based payments | 93 | 31 | ||
K. Shailubhai [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | ||||
Bonus | 210 | 210 | 210 | |
Salary | 600 | 600 | 600 | |
Share based payments | 492 | 2,069 | 695 | |
T Adams [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | ||||
Bonus | ||||
Salary | 413 | |||
Share based payments | $ 2,197 | |||
[1] | Gabriele Cerrone’s 2021 bonus is the interest charged on his 2020 bonus due to delayed issuance of shares ; his 2020 bonus includes a $13.2m realization bonus; his 2019 bonus covers the period June 9, 2016 to December 31, 2019 |
Remuneration of Key Managemen_5
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 3,500,000 | 2,300,000 | |
G. Cerrone [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 1,800,000 | ||
K. Shailubhai [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | |||
L. Zanbeletti [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | |||
W.Simon [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 250,000 | ||
J. Brancaccio [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 250,000 | ||
T Adams [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 3,500,000 |
Finance Costs (Details) - Sched
Finance Costs (Details) - Schedule of finance costs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finance Income | |||
Finance income received on net investment in lease | $ 8 | $ 1 | |
Total finance income | 8 | 1 | |
Finance Expense | |||
Finance charge accrued on convertible loan notes | 163 | 303 | 61 |
Interest expense on lease liabilities | 13 | 17 | 31 |
Total finance expenses | 176 | 320 | 92 |
Net finance expense recognized in Statement of Comprehensive Income | $ 176 | $ 312 | $ 92 |
Taxation (Details)
Taxation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of income tax [text block] [Abstract] | |||
Maximum percentage of surrenderable losses | 14.50% | ||
Term of R&D tax relief claims | 2 years | ||
Deferred tax assets | $ 11,591 | $ 6,182 | $ 3,517 |
Taxation (Details) - Schedule o
Taxation (Details) - Schedule of taxation - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Group | |||
Current year tax (credit) | $ (3,255) | $ (1,546) | $ (661) |
Adjustments due to prior periods | (15) | (661) | (28) |
Total tax (credit) for the period | (3,240) | (2,207) | (689) |
The tax charge for the year is different from the standard rate of corporation tax in the United Kingdom of 19%. The difference can be reconciled as follows: | |||
Loss before taxation | (26,657) | (28,337) | (10,013) |
Loss charged at standard rate of corporation tax 19% | (5,065) | (5,384) | (1,903) |
Movement in unrecognized deferred tax | 1,722 | 1,316 | (241) |
Expenses not deductible for taxation | 1,550 | 4,986 | 1,727 |
Adjustments due to prior periods | (15) | (661) | (28) |
Research and development claim | (1,401) | (665) | (285) |
Income not taxable for tax purposes | (61) | (1,741) | |
Consolidation adjustment in relation to foreign exchange movements | (58) | (41) | |
Income tax expense (benefit) | $ (3,313) | $ (2,207) | $ (689) |
Taxation (Details) - Schedule_2
Taxation (Details) - Schedule of taxation (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of taxation [Abstract] | |||
Standard rate of corporation tax | 19.00% | 19.00% | 19.00% |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of basic loss per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of basic loss per share [Abstract] | |||
(Loss) attributable to equity holders of the company ($000) | $ (23,417) | $ (26,131) | $ (9,323) |
Weighted average number of ordinary shares in issue | 97,932,055 | 97,306,144 | 97,306,144 |
Basic loss per share (cents per share) | $ (23.9) | $ (26.85) | $ (9.58) |
Property, It and Equipment (Det
Property, It and Equipment (Details) - Schedule of property, IT and equipment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, It and Equipment (Details) - Schedule of property, IT and equipment [Line Items] | ||
Cost, Beginning | $ 55 | $ 54 |
Cost, Additions | 22 | 1 |
Cost, Disposals | ||
Cost, Ending | 77 | 55 |
Depreciation, Beginning | 52 | 47 |
Depreciation, Charge in year | 8 | 5 |
Depreciation, Ending | 60 | 52 |
Net Book Value | 17 | 3 |
Furniture and fixtures [Member] | ||
Property, It and Equipment (Details) - Schedule of property, IT and equipment [Line Items] | ||
Cost, Beginning | 16 | 16 |
Cost, Additions | ||
Cost, Disposals | ||
Cost, Ending | 16 | 16 |
Depreciation, Beginning | 15 | 12 |
Depreciation, Charge in year | 1 | 3 |
Depreciation, Ending | 16 | 15 |
Net Book Value | 1 | |
IT equipment [Member] | ||
Property, It and Equipment (Details) - Schedule of property, IT and equipment [Line Items] | ||
Cost, Beginning | 39 | 38 |
Cost, Additions | 22 | 1 |
Cost, Disposals | ||
Cost, Ending | 61 | 39 |
Depreciation, Beginning | 37 | 35 |
Depreciation, Charge in year | 7 | 2 |
Depreciation, Ending | 44 | 37 |
Net Book Value | $ 17 | $ 2 |
Other Receivables (Details) - S
Other Receivables (Details) - Schedule of other receivables - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of other receivables [Abstract] | ||
VAT Receivable | $ 80 | $ 82 |
Receivable due for options exercised | 191 | |
Security deposits receivable | 35 | 135 |
Prepayments | 1,186 | 375 |
Total | $ 1,301 | $ 785 |
Finance Lease Receivable (Detai
Finance Lease Receivable (Details) - Schedule of leased office spaces - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of leased office spaces [Abstract] | ||
Current | $ 152 | |
Non-current | ||
Total finance lease receivable | $ 152 |
Share Capital and Share Premi_3
Share Capital and Share Premium (Details) | Dec. 31, 2021$ / shares |
Disclosure of share capital, reserves and other equity interest [text block] [Abstract] | |
Par value | $ 0.001 |
Share Capital and Share Premi_4
Share Capital and Share Premium (Details) - Schedule of share capital arising on the share for share exchange - 12 months ended Dec. 31, 2021 $ / shares in Units, $ in Thousands | USD ($)$ / sharesshares | € / shares | £ / shares |
Schedule of share capital arising on the share for share exchange [Abstract] | |||
Nominal Value At January 1 2021 per 20-F annual report (in Euro per share) | € / shares | € 0.03 | ||
Share Capital Shares At January 1 2021 per 20-F annual report (in Shares) | shares | 194,612,289,000 | ||
Share Capital value At January 1 2021 per 20-F annual report | $ 10,794 | ||
Share Premium At January 1 2021 per 20-F annual report | 111,821 | ||
Merger Reserve At January 1 2021 per 20-F annual report | |||
Group Reorganization | |||
Nominal Value Elimination of share capital in Tiziana Life Sciences Plc (in Pounds per share) | £ / shares | £ 0.03 | ||
Share Capital Shares Elimination of share capital in Tiziana Life Sciences Plc (in Shares) | shares | (194,612,289,000) | ||
Share Capital value Elimination of share capital in Tiziana Life Sciences Plc | $ (10,794) | ||
Share Premium Elimination of share capital in Tiziana Life Sciences Plc | (111,821) | ||
Merger Reserve Elimination of share capital in Tiziana Life Sciences Plc | $ 122,615 | ||
Nominal Value Shares issued pursuant to share for share exchange and consolidation (in Dollars per share) | $ / shares | $ 0.001 | ||
Share Capital Shares Shares issued pursuant to share for share exchange and consolidation (in Shares) | shares | 97,306,144,000 | ||
Share Capital value Shares issued pursuant to share for share exchange and consolidation | $ 97 | ||
Share Premium Shares issued pursuant to share for share exchange and consolidation | |||
Merger Reserve Shares issued pursuant to share for share exchange and consolidation | (97) | ||
Elimination of other reserves in Tiziana Life Sciences Plc | $ (3,821) | ||
Nominal Value Restated at 1 January 2021 (in Dollars per share) | $ / shares | $ 0.001 | ||
Share Capital Shares Restated at 1 January 2021 (in Shares) | shares | 97,306,144,000 | ||
Share Capital value Restated at 1 January 2021 | $ 97 | ||
Share Premium Restated at 1 January 2021 | |||
Merger Reserve Restated at 1 January 2021 | $ 118,697 | ||
Nominal Value Conversion of warrants (in Dollars per share) | $ / shares | $ 0.001 | ||
Share Capital Shares Conversion of warrants (in Shares) | shares | 136,854,000 | ||
Share Capital Conversion of warrants | |||
Share Premium Conversion of warrants | 156 | ||
Merger Reserve Conversion of warrants | |||
Nominal Value Conversion of Loan (in Dollars per share) | $ / shares | $ 0.001 | ||
Share Capital Shares Conversion of Loan (in Shares) | shares | 1,866,907,000 | ||
Share Capital value Conversion of Loan | $ 2 | ||
Share Premium Conversion of Loan | 603 | ||
Merger Reserve Conversion of Loan | |||
Nominal Value Issued in lieu of cash bonus (in Dollars per share) | $ / shares | $ 0.001 | ||
Share Capital Shares Issued in lieu of cash bonus (in Shares) | shares | 2,962,709,000 | ||
Share Capital value Issued in lieu of cash bonus | $ 3 | ||
Share Premium Issued in lieu of cash bonus | 14,837 | ||
Merger Reserve Issued in lieu of cash bonus | |||
Share Capital Shares At 31 December 2021 (in Shares) | shares | 102,272,614,000 | ||
Share Capital value At 31 December 2021 | $ 102 | ||
Share Premium At 31 December 2021 | 15,596 | ||
Merger Reserve At 31 December 2021 | $ 118,697 |
Share Based Payments (Details)
Share Based Payments (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2020$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Aug. 31, 2020£ / shares | |
Disclosure of share-based payment arrangements [text block] [Abstract] | |||||
Shares of options exercised (in Shares) | shares | 2,925,725 | ||||
Total outstanding fair value charge | $ 12,339 | $ 7,046 | $ 5,237 | ||
Total expenses | 5,173 | 5,105 | 1,266 | ||
Expected term of the award | 4 years | ||||
Exercise price for options issued to employees and directors | (per share) | $ 0.48 | £ 350 | |||
Share-based payment charge | $ 0 | $ 26 | $ 0 |
Share Based Payments (Details)
Share Based Payments (Details) - Schedule of share-based payment arrangements - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of share-based payment arrangements [Abstract] | |||
Weighted Average exercise price, Outstanding | $ 67 | $ 113 | $ 107 |
Options, Outstanding | 17,024,000 | 16,379,000 | 18,617,000 |
Weighted Average exercise price, Granted | $ 166 | $ 111 | |
Options, Granted | 5,210,000 | 3,870,000 | |
Weighted Average exercise price, Forfeited | $ (52) | $ (152) | |
Options, Forfeited | (300,000) | (2,238,000) | |
Weighted Average exercise price, Exercised | $ (25) | ||
Options, Exercised | (2,925,000) | ||
Weighted Average exercise price, Outstanding | $ 90 | $ 67 | $ 113 |
Options, Outstanding | 22,234,000 | 17,024,000 | 16,379,000 |
Weighted Average exercise price, Exercisable | $ 54 | $ 65 | $ 67 |
Options, Exercisable | 7,616,000 | 6,249,000 | 5,521,000 |
Share Based Payments (Details_2
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | Total |
Share Options | $ 22,234 |
Exercise Price 0.47 [Member] | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | 26 June 2014 |
Expiry Date | 26 June 2024 |
Exercise Price | $ / shares | $ 0.47 |
Share Options | $ 1,831 |
Exercise Price 1.10 [Member] | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | 30 April 2018 |
Expiry Date | 30 April 2028 |
Exercise Price | $ / shares | $ 1.1 |
Share Options | $ 1,300 |
Exercise Price 0.47 [Member] | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | 6 May 2020 |
Expiry Date | 5 May 2028 |
Exercise Price | $ / shares | $ 0.47 |
Share Options | $ 12,393 |
Exercise Price 2.11 [Member] | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | 23 July 2020 |
Expiry Date | 26 July 2030 |
Exercise Price | $ / shares | $ 2.11 |
Share Options | $ 1,000 |
Exercise Price 1.98 [Member] | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | 25 August 2020 |
Expiry Date | 24 August 2030 |
Exercise Price | $ / shares | $ 1.98 |
Share Options | $ 500 |
Exercise Price 1.36 [Member] | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | 02 February 2021 |
Expiry Date | 01 February 2031 |
Exercise Price | $ / shares | $ 1.36 |
Share Options | $ 1,250 |
Exercise Price 1.98 [Member] | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | 02 February 2021 |
Expiry Date | 01 February 2031 |
Exercise Price | $ / shares | $ 1.98 |
Share Options | $ 3,500 |
Exercise Price 0.72 [Member] | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | |
Grant Date | 08 October 2021 |
Expiry Date | 08 October 2031 |
Exercise Price | $ / shares | $ 0.72 |
Share Options | $ 460 |
Share Based Payments (Details_3
Share Based Payments (Details) - Schedule of model inputs for options granted under the Black Scholes Valuation model | Oct. 08, 2021$ / shares | Feb. 02, 2021$ / shares | Jul. 23, 2020$ / shares | Jul. 23, 2020£ / shares | Jun. 01, 2020£ / shares | May 06, 2020$ / shares | Jan. 31, 2020£ / shares | Jan. 21, 2020£ / shares |
Share Based Payments (Details) - Schedule of model inputs for options granted under the Black Scholes Valuation model [Line Items] | ||||||||
Grant date share price (in Pounds per share, Dollars per share and Pounds per share) | (per share) | $ 0.719 | $ 2.116 | £ 2.184 | £ 1.15 | $ 0.853 | £ 0.43 | £ 0.43 | |
Exercise share price (in Pounds per share, Dollars per share and Pounds per share) | (per share) | $ 0.719 | £ 2.15 | £ 0.7 | $ 0.478 | £ 0.42 | £ 0.35 | ||
Risk free rate | 0.04% | 0.64% | 0.40% | |||||
Expected volatility | 111.00% | 61.70% | 84.70% | |||||
Option life | 10 years | 10 years | 10 years | 10 years | 10 years | |||
Weighted average share price (in Dollars per share) | $ 0.719 | $ 1.818 | $ 2.184 | $ 0.853 | ||||
Weighted average fair value per share option (in Dollars per share) | $ 0.319 | 0.862 | $ 2.15 | $ 0.478 | ||||
Minimum [Member] | ||||||||
Share Based Payments (Details) - Schedule of model inputs for options granted under the Black Scholes Valuation model [Line Items] | ||||||||
Exercise share price (in Pounds per share, Dollars per share and Pounds per share) | $ 1.357 | |||||||
Risk free rate | 0.32% | 0.10% | 0.04% | 0.04% | 0.04% | |||
Expected volatility | 83.00% | 101.00% | 92.00% | 92.00% | 92.00% | |||
Maximum [Member] | ||||||||
Share Based Payments (Details) - Schedule of model inputs for options granted under the Black Scholes Valuation model [Line Items] | ||||||||
Exercise share price (in Pounds per share, Dollars per share and Pounds per share) | $ 1.983 | |||||||
Risk free rate | 0.65% | 0.02% | 0.05% | 0.05% | 0.05% | |||
Expected volatility | 122.00% | 162.00% | 117.00% | 117.00% | 117.00% |
Share Based Payments (Details_4
Share Based Payments (Details) - Schedule of estimated the fair value of warrants using - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of estimated the fair value of warrants using [Abstract] | |||
Outstanding at 1 January | $ 697 | $ 2,418 | $ 1,873 |
Granted | 324 | 545 | |
Transfer to share premium on exercise of warrants | (2,046) | ||
Outstanding at 31 December | $ 697 | $ 697 | $ 2,418 |
Convertible Debt Instrument C_3
Convertible Debt Instrument Classified As a Liability (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Debt Instrument Classified As a Liability Details [Abstract] | |
Description of convertible loan notes | A convertible loan note of $273k was in existence as detailed in the Admission Document dated 31 March 2014. Proceeds of the subscriptions for the notes are to be used exclusively to finance the Company’s on-going working capital requirements. The terms of the loan note are that the loan notes, plus accrued interest at a rate of 4 per cent above Bank of England base rate per annum, will convert into ordinary shares in the Company at a price of £0.10 per share at the election of the Noteholder any time after the second anniversary of the readmission to AIM on 24 April 2014. |
Convertible Debt Instrument C_4
Convertible Debt Instrument Classified As a Liability (Details) - Schedule of convertible loan note classified as a liability - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of convertible loan note classified as a liability [Abstract] | ||
Convertible loan notes b/f | $ 324 | $ 313 |
Accrued interest | 163 | 11 |
Conversion of loan note | (487) | |
Convertible loan note, total | $ 324 |
Convertible Instruments Class_3
Convertible Instruments Classified as Equity (Details) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2019USD ($) | Dec. 31, 2021GBP (£) | |
Convertible Instruments Classified As Equity [Abstract] | ||
Raised from issuance of convertible loan | $ | $ 1,850,000 | |
Short term instruments percentage | 16.00% | |
Ordinary shares nominal value | £ | £ 0.03 |
Convertible Instruments Class_4
Convertible Instruments Classified as Equity (Details) - Schedule of convertible equity Instrument that was recorded as in the convertible loan note reserve prior to conversion - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of convertible equity Instrument that was recorded as in the convertible loan note reserve prior to conversion [Abstract] | |||
Par value of Convertible loan notes issued | $ 1,850 | $ 1,850 | |
Less: Fair value of warrants issued to note holders | (545) | (545) | |
Exchange rate adjustment | 209 | ||
Convertible gross | 1,514 | 1,305 | |
Accrued interest | 348 | 52 | |
Less: convertible loan note conversion | (2,523) | ||
Exercise of warrants | 661 | ||
Convertible net | $ 1,357 |
Financial Instruments (Details)
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items] | ||
Trade payables | $ 4,406 | $ 3,366 |
Related party payables | 1,355 | 2,040 |
Total | 5,761 | 5,406 |
Less than 3 months [Member] | ||
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items] | ||
Trade payables | 2,873 | 2,620 |
Related party payables | 1,355 | |
Total | 4,228 | 2,620 |
3 to 12 months [Member] | ||
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items] | ||
Trade payables | 1,533 | 746 |
Related party payables | 2,040 | |
Total | $ 1,533 | $ 2,786 |
Financial Instruments (Detail_2
Financial Instruments (Details) - Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts - USD (5% movement) [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Financial Instruments (Details) - Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts [Line Items] | |
Profit or loss and equity, Strengthening | $ 90 |
Profit or loss and equity, Weakening | $ (90) |
Financial Instruments (Detail_3
Financial Instruments (Details) - Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts (Parentheticals) - USD (5% movement) [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments (Details) - Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts (Parentheticals) [Line Items] | |
Movement percentage Strengthening | 5.00% |
Movement percentage Weakening | 5.00% |
Trade and Other Payables (Detai
Trade and Other Payables (Details) - Schedule of trade and other payables - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of trade and other payables [Abstract] | ||
Trade payables | $ 4,406 | $ 3,366 |
Accruals | 1,775 | 2,224 |
Total | $ 6,181 | $ 5,590 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 16, 2016USD ($) | Jun. 16, 2016EUR (€) | Dec. 31, 2021 | Dec. 31, 2020USD ($) | |
Other Non-Current Assets Details [Abstract] | ||||
Purchase of data repository | $ 279 | € 258 | ||
Decided impair percentages | 2 years | |||
Impairment charge | $ 279 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 16, 2020 | Dec. 31, 2019 | |
Related Party Transactions (Details) [Line Items] | ||||
Shared services agreement | $ 11,000 | |||
Initial payment | $ 120,000 | |||
Additional payment | $ 630,000 | |||
Service costs | 14,000 | |||
Rasna Therapeutics Inc [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Short term loan facility | $ 72,000,000 | |||
Interest rate | 8.00% | |||
Payroll and rent charged | $ 106,000 | $ 78,000 | $ 5,000 | |
OKYO Pharma Ltd [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Short term loan facility | 98,000 | |||
Payroll and rent charged | 42,000 | 27,000 | 28,000 | |
Gensignia Lifesceinecs Inc [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Payroll and rent charged | 295,000 | 348 | $ 320 | |
CFO of Accustem [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Net amounts | 1,341,000 | $ 1,346,000 | ||
Cash payable | $ 1,355,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of right-of-use assets and lease liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of right-of-use assets and lease liabilities [Abstract] | ||
At 1 January 2020 | $ 357 | $ 433 |
Depreciation | (133) | (91) |
Disposal of lease | (224) | |
Exchange differences | 15 | |
Right-of-use assets | 357 | |
At 1 January 2021 | 555 | 820 |
Interest expense | 13 | 18 |
Lease payments | (164) | (321) |
Exchange differences | (38) | |
Disposal of lease | (394) | |
Lease Liabilities | $ 555 |
Demerger of Subsidiary (Details
Demerger of Subsidiary (Details) | Oct. 05, 2020 | Oct. 26, 2020USD ($) | Oct. 26, 2020GBP (£) | Sep. 30, 2020USD ($) | Sep. 30, 2020GBP (£) | Dec. 31, 2021USD ($) | Dec. 31, 2021GBP (£) | Dec. 31, 2021GIP (£) | Dec. 31, 2014GBP (£) |
Demerger of Subsidiary (Details) [Line Items] | |||||||||
CRO fees and project consultancy fees (in Pounds) | £ | £ 2,073,930 | ||||||||
Second step transaction description | Accustem Sciences Ltd entered into an agreement with the Company to acquire Stemprinter Sciences Limited, including the ownership rights and intellectual property relating to StemPrintER™ and cash of $1.4 million (£1.0 million) contained within the entity. In exchange for the transfer of ownership (shares in Stemprinter Sciences Limited), Accustem Sciences Ltd allotted 194,612,288 ordinary shares of £0.01 par value to Tiziana shareholders on a one for one basis based on the Tiziana ownership as at October 30, 2020. Stemprinter Sciences Limited was a consolidated subsidiary of Tiziana Life Sciences plc until October 5, 2020. | ||||||||
Cancelled share premiuim account | $ 5,461,000 | £ 4,000,000 | |||||||
Tiziana [Member] | |||||||||
Demerger of Subsidiary (Details) [Line Items] | |||||||||
Contributed capital and resources | $ 1,400,000 | £ 1,000,000 | |||||||
StemPrinter Sciences Limited [Member] | |||||||||
Demerger of Subsidiary (Details) [Line Items] | |||||||||
Intellectual property relating owned subsidiary | $ 1,400,000 | £ 1,000,000 | |||||||
Aggregate amount expenses | 283,246 | £ 2,073,930 | |||||||
Received shares | $ | 3,070,000 | ||||||||
Tiziana to Accustem Sciences Ltd [Member] | |||||||||
Demerger of Subsidiary (Details) [Line Items] | |||||||||
Payable amount | $ 1,400,000 | £ 1,000,000 |
Financial Commitments (Details)
Financial Commitments (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disclosure of commitments [text block] [Abstract] | |
Financial commitments, description | (a)$1,000,000 upon initiation of the first Phase II clinical tria, this is currently being negotiated with BMS. (b) $4,000,000 upon FPD of the first Phase 3 registration trial in HCC. (c) $3600,000 upon first patient enrollment into a Phase II human clinical trial (d)Upon the first NDA equivalent in: thymic carcinoma, $900,000; HCC, $9,000,000; breast cancer, $15,000,000. |
Accrued of diligence obligations | $ 750,000 |
Development milestones, description | (a)$300,000 upon enrollement of first patient in a Phase I human clinical trial of the first Phase II Clinical trial, this is currently being negotiated with BMS. (b) $1,500,000 upon initiation of the first Phase III clinical trial (c) $2,000,000 upon filing of the first BLA, or equivalent (d) $2,000,000 upon approval of the first BLA, or equivalent We are obligated to pay Brighams Womens Hospital the following hospital milestone payments: (a) $300,000 upon first patient enrollment into a Phase I human clinical trial (b) $300,000 upon first patient enrollment into a Phase II human clinical trial (c)$1,500,000 upon first patient enrollment into a Phase III human clinical trial |
Milestone payments | $ 630 |
Post Balance Sheet Events (Deta
Post Balance Sheet Events (Details) $ in Millions | Jan. 24, 2022USD ($) |
Subsequent Event [Member] | |
Post Balance Sheet Events (Details) [Line Items] | |
Stock repurchase | $ 5 |