Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | Tiziana Life Sciences Ltd |
Document Type | 20-F/A |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 102,272,614 |
Amendment Flag | true |
Amendment Description | Tiziana Life Sciences Ltd. (the “Company”) is filing this Amendment No. 1 to its annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “Amendment No. 1”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2023 (the “Original Filing”). The purpose of this Amendment No. 1 is to (i) include the audit report issued by our predecessor auditor Mazars LLP for the year ended December 31, 2021 which was inadvertently not included in the Original Filing, (ii) correct an error in the prior year numbers for Item 16C: Principal Accountant fees and services, (iii) include the omitted Consolidated Statement of Shareholders’ Equity for the year to December 31, 2020 along with any associated notes, (iv) a correction and additional disclosure added to Note 21. Related Parties and (v) a presentational adjustment to Note 22. Leases. In order to comply with certain requirements of the SEC’s rules in connection with this filing, this Amendment No. 1 includes Item 18. Financial Statements. Consistent with the rules of the SEC, the certifications of the Company’s principal executive officer and principal financial officer as of the date of this Amendment No. 1 are attached as exhibits to this Amendment No. 1.Except as described above, no other changes have been made to the Original Filing. This Amendment No. 1 speaks as of the filing date of the Original Filing. Other than as stated otherwise, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the Original Filing, or reflect any events that have occurred since the date thereof. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and any documents filed with or furnished to the SEC by the Company subsequent to April 26, 2023. |
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, 2022 |
Document Fiscal Year Focus | 2022 |
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 |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Firm ID | 2814 |
Auditor Name | PKF Littlejohn LLP |
Auditor Location | London, England |
Document Registration Statement | false |
Entity File Number | 000-00000 |
Entity Interactive Data Current | No |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | Chief Financial Officer |
Entity Address, Address Line Two | 14-15 Conduit Street |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | W1S 2XJ |
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, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 18,122 | $ 42,186 |
Prepayments and other receivables | 300 | 1,301 |
Taxation receivable | 4,246 | 4,736 |
Related party receivables | 1,614 | 456 |
Total current assets | 24,282 | 48,679 |
Non – Current Assets: | ||
Property and equipment, net | 17 | 17 |
Right of use asset | 372 | |
Intangible asset | 130 | |
Investment in related party | 1,806 | |
Total non-current assets | 2,195 | 147 |
Total assets | 26,477 | 48,826 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,532 | 6,181 |
Lease Liability | 122 | |
Related party payable | 1,355 | |
Other liabilities | 9 | 10 |
Total current liabilities | 6,663 | 7,546 |
Lease Liability (Non-Current) | 243 | |
Total liabilities | 6,906 | 7,546 |
Shareholders’ Equity: | ||
Called up share capital (102,272,614 shares are issued and outstanding; 2021: 102,272,614) | 102 | 102 |
Share premium | 15,596 | 15,596 |
Share based payment reserve – Options | 5,190 | 13,797 |
Share based payment reserve – warrants | 697 | 697 |
Merger relief reserve | 118,697 | 118,697 |
Treasury shares | (1,320) | |
Translation reserve | (3,128) | 454 |
Retained earnings | (116,263) | (108,063) |
Total shareholders’ equity | 19,571 | 41,280 |
Total liabilities and shareholders’ equity | $ 26,477 | $ 48,826 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of financial position [abstract] | ||
Share capital, issued | 102,272,614 | 102,272,614 |
Share capital, outstanding | 102,272,614 | 102,272,614 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses | |||
Research and Development | $ (12,955) | $ (13,208) | $ (5,993) |
Operating expenses | (1,631) | (13,311) | (11,203) |
Realization bonus | (855) | (13,214) | |
Impairment of other non-current asset | (279) | ||
Gain from disposal of intellectual property | 2,663 | ||
Total operating expenses | (14,586) | (27,374) | (28,026) |
Loss from operations | (14,586) | (27,374) | (28,026) |
Other income/(expense): | |||
Finance Income/(expense) | (7) | (176) | (312) |
Other income/(losses) | (804) | 893 | |
Total other income/(expense) | (811) | 717 | (312) |
Loss from operations before income taxes | (15,397) | (26,657) | (28,338) |
Income tax credit | 3,240 | 2,207 | |
Loss for the year | (15,397) | (23,417) | (26,131) |
Other Comprehensive loss: | |||
Gain/(Loss) on currency translation | (3,582) | (4,478) | 3,474 |
Comprehensive loss | $ (18,979) | $ (27,895) | $ (22,657) |
Basic and diluted loss per share attributable to common shareholders (in Dollars per share) | $ (0.15) | $ (0.24) | $ (0.16) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Diluted loss per share attributable to common shareholders | $ (0.15) | $ (0.24) | $ (0.16) |
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 | Translation Reserve | Treasury Shares | Shares to be issued Reserve | Total |
Balance at Dec. 31, 2019 | $ 97 | $ 5,163 | $ 2,419 | $ 1,357 | $ 118,697 | $ (60,044) | $ 1,940 | $ 69,629 | |||
Issue of Share Capital (Loan conversion) | (2,304) | (2,304) | |||||||||
Convertible loan note issued | 163 | 163 | |||||||||
Convertible loan note interest | 272 | 272 | |||||||||
Share based payments charge (warrants) | 324 | (298) | 26 | ||||||||
Share based payment (options) | 5,105 | 5,105 | |||||||||
Options forfeited/cancelled 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 | |||||||||
Total transactions with owners | 3,461 | (1,722) | (1,357) | 1,529 | 13,503 | 15,414 | |||||
Comprehensive Loss | |||||||||||
Loss for the period | (26,131) | (26,131) | |||||||||
Translation | 3,474 | 3,474 | |||||||||
Total comprehensive Loss | (26,131) | 3,474 | (22,657) | ||||||||
Balance at Dec. 31, 2020 | 97 | 8,624 | 697 | 118,697 | (84,646) | 5,414 | 13,503 | 62,386 | |||
Issue of Share Capital (Loan conversion) | 2 | 759 | 761 | ||||||||
Share based payment charge (options) | 5,173 | 5,173 | |||||||||
Shares to be issued in lieu of cash realization bonus | 3 | 14,837 | (482) | (13,503) | 855 | ||||||
Total transactions with owners | 5 | 15,596 | 5,173 | (482) | (13,503) | 6,789 | |||||
Comprehensive Loss | |||||||||||
Loss for the period | (23,417) | (23,417) | |||||||||
Translation | (4,478) | (4,478) | |||||||||
Total comprehensive Loss | (23,417) | (4,478) | (27,895) | ||||||||
Balance at Dec. 31, 2021 | 102 | 15,596 | 13,797 | 697 | 118,697 | (108,063) | 454 | 41,280 | |||
Treasury Shares | (1,320) | (1,320) | |||||||||
Share based payment charge (options) | 1,811 | 1,811 | |||||||||
Options forfeited/cancelled in the year | (3,221) | (3,221) | |||||||||
Reclass of FV for options forfeited/Cancelled | (7,197) | 7,197 | |||||||||
Total transactions with owners | (8,607) | 7,197 | (1,410) | ||||||||
Comprehensive Loss | |||||||||||
Loss for the period | (15,397) | (15,397) | |||||||||
Translation | (3,582) | (3,582) | |||||||||
Total comprehensive Loss | (15,397) | (3,582) | (18,979) | ||||||||
Balance at Dec. 31, 2022 | $ 102 | $ 15,596 | $ 5,190 | $ 697 | $ 118,697 | $ (116,263) | $ (3,128) | $ (1,320) | $ 19,571 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Loss from operations before income taxes | $ (15,397) | $ (26,657) | $ (28,338) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Convertible loan interest accrued | 163 | 272 | |
Shares issued in lieu of fees | 466 | ||
Share based payment – options | 1,811 | 5,173 | 5,070 |
Share based payment – warrants | 26 | ||
Fair value loss on investment | 869 | ||
Loss on disposal of asset | 129 | ||
Bonus to be settled in equity | 855 | 13,503 | |
Depreciation | 1 | 8 | 5 |
(Gain)/ loss on foreign exchange | (3,183) | (1,899) | 237 |
Options forfeited during the year | (3,221) | ||
Depreciation of right-of-use asset | 50 | 133 | 86 |
(Gain)/loss on disposal of right of use asset | (28) | ||
Proceeds from finance lease reclassified as an investing activity | (152) | ||
Cash inflow from taxation | 490 | 1,415 | |
Impairment of SharDNA SPA | 296 | ||
Gain from disposal of intellectual property | (2,663) | ||
Net (increase) in related party receivables | (1,158) | (88) | (31) |
Net (decrease)/increase in related party payables | (1,355) | (685) | 1,145 |
Net (increase)/decrease in operating assets/other receivables | 1,002 | 516 | (437) |
Net increase/(decrease) in operating liabilities /other liabilities | 347 | (516) | (972) |
Net cash used in operating activities | (19,615) | (21,762) | (11,335) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of PPE | (22) | (3) | |
Purchase of Act D | (120) | ||
Proceeds from finance lease | 152 | ||
Investment in Related Party | (2,676) | ||
Purchase of Treasury Shares | (1,320) | ||
Net cash used in Investing activities | (3,996) | 130 | (123) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of ordinary shares | 71,157 | ||
Proceeds from issuance of convertible loan notes | 163 | ||
Proceeds from issuance of warrants | 129 | 3,364 | |
Proceeds from issuance of options | 939 | ||
Repayment of leasing liabilities | (55) | (152) | (277) |
Net cash (used in)/provided by financing activities | (55) | (23) | 75,346 |
Net decrease in cash and cash equivalents | (23,666) | (21,655) | 63,888 |
Cash and cash equivalent, beginning of year | 42,186 | 65,824 | 200 |
Exchange difference on cash and cash equivalents | (398) | (1,983) | 1,736 |
Cash and cash equivalent, end of year | $ 18,122 | $ 42,186 | $ 65,824 |
General Information
General Information | 12 Months Ended |
Dec. 31, 2022 | |
General Information [Abstract] | |
GENERAL INFORMATION | 1. GENERAL INFORMATION Tiziana Life Sciences Ltd, (the “company”) is a public limited company incorporated in Bermuda and at the year end is 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 that specializes in the development of transformative therapies for neurodegenerative and lung diseases. Our clinical pipeline includes drug assets for Secondary Progressive Multiple Sclerosis, ALS. Alzheimer's, Crohn's Disease and KRAS+ NSCLC. The functional currency for the Company is also US dollars ($) indicative of the primary economic environment in which the Company operates. These consolidated financial statements are presented in thousands of dollars ($’000) which is the presentational currency of the Company. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [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 International Financial Reporting Interpretations Committee 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 April 2024, with a cash surplus of approximately $1m projected at this date. Accordingly, the Directors believe it appropriate that the consolidated financial statements have been prepared on a going concern basis. New and Revised Standards Standards in effect in 2022 There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2022, that are relevant to the Group and that have had any impact in the year to December 31, 2022. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant and 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 undertook 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. 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 Consolidated statements of operations and comprehensive loss. 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 Consolidated statements of operations and comprehensive loss) 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. “License fees expenses” are recognized 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 recognized 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. Fair Value Measurement Management have assessed the categorisation of the fair value measurements using the IFRS 13 fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows; Level 1 - valued using quoted prices in active markets for identical assets Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data. 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 consolidated statements of operations and comprehensive loss. 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 holds an investment in Accustem Inc.as a 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 the 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 consolidated statements of operations and comprehensive 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 in which case they are depreciated over their useful lives. 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 Consolidated statements of operations and comprehensive loss. 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, 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 carrying amounts exceed recoverable amounts. 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. Contingent Liabilities The Company is required to make judgments about contingent liabilities including the probability of pending and potential future litigation outcomes that, by their nature, are dependent on future events that are inherently uncertain. In making its determination of possible scenarios, management considers the evaluation of outside counsel knowledgeable about each matter, as well as known outcomes in case law. 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. The Group has leases for its offices. Each lease is reflected on the consolidated 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 21). 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 are considered negligible. At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated balance sheets. 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). 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. 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. 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. Share – based payments The calculation of the fair value of equity-settled share-based awards and the resulting charge to the Consolidated statements of operations and comprehensive loss 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’ and/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 Consolidated statements of operations and comprehensive loss 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 Consolidated statements of operations and comprehensive loss. 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 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. Sublicense income is included in other income on the consolidated statements of operations and comprehensive loss. 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, 2022 | |
Critical Accounting Judgement [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 consolidated 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 Company utilizes 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. |
Other (expense)_ Income
Other (expense)/ Income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income [Abstract] | |
OTHER (EXPENSE)/ INCOME | 4. OTHER (EXPENSE)/ INCOME The Group’s other (expense)/ income is made up of the following: Year Ended December 31, 2022 2021 2020 Sublicense income - 750 - Other 65 143 - Loss on investment at fair value through profit or loss (see note 19) (869 ) - - Total other (expense)/ income (804 ) 893 - 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, 2022 | |
Operating Loss [Abstract] | |
OPERATING LOSS | 5. OPERATING LOSS The Group’s operating losses are stated after charging/(crediting) the following: Year Ended December 31, 2022 2021 2020 License fee - (1,047 ) 706 Realization bonus - 855 13,503 Foreign exchange gain related to the realization bonus - - (289 ) Depreciation of Property, plant and equipment 1 8 5 Depreciation (Right-of-use asset) 50 133 86 Foreign exchange (gains)/losses (3,183 ) (1,899 ) 239 License fees relating to 2020 were waived in 2021 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 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. No realization bonus is accounted for in year ended December 31, 2022. |
Segmental Reporting
Segmental Reporting | 12 Months Ended |
Dec. 31, 2022 | |
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 consolidated financial statements. Year ended December 31, 2022 2021 2020 UK - 750 - US - - - Total sublicence income - 750 - |
Employees
Employees | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of information about employees [Abstract] | |
EMPLOYEES | 7. EMPLOYEES Year ended December 31, 2022 2021 2020 Staff costs comprised: Directors’ salaries (including bonus) 554 2,526 14,666 Employees’ wages, salaries and bonus 2,014 1,856 1,058 Social security costs 135 176 194 Recruitment fees 197 242 17 Share based payment charge (1,410 ) 5,173 5,105 1,242 9,973 21,040 The average monthly number of employees, including directors, employed by the group during the year was: Research and development 3 8 3 Corporate and administration 6 5 8 9 13 11 |
Remuneration of Key Management
Remuneration of Key Management Personnel | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of information about key management personnel [Abstract] | |
REMUNERATION OF KEY MANAGEMENT PERSONNEL | 8. REMUNERATION OF KEY MANAGEMENT PERSONNEL $’000 Year ended December 31, 2022 2021 2020 Director Directors’ Bonus Salary Share Directors’ Bonus Salary Share Directors’ Bonus Salary Share based payments G. Cerrone (1) 296 148 - - 330 855 - 624 170 13,588 - 155 Willy Simon 55 83 59 93 49 - - 31 Gregor MacRae - - - - - - - - 27 - - - J Brancaccio 55 -- - 83 59 -- - 93 22 - - 31 K. Shailubhai - - 379 (145 ) - 210 600 492 - 210 600 2,069 T Adams - - - (1,967 ) - - 413 2,197 - - - - 406 148 379 (1,946 ) 448 1,065 1,013 3,499 268 13,798 600 2,286 (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. 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 December 31, 2022 2021 2020 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 Key management personnel of the Group are comprised of directors and officers of the Company. No share options were exercised by directors during the years ended December 31, 2022 and 2021. 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 payments totaling approximately $32K, $24K, and $10K to defined contribution pension schemes on behalf of directors or employees during 2022, 2021, and 2020, respectively. |
Finance Costs
Finance Costs | 12 Months Ended |
Dec. 31, 2022 | |
Finance Costs Disclosure [Abstract] | |
FINANCE COSTS | 9. FINANCE COSTS Year ended December 31, 2022 2021 2020 Group Finance Income Finance income received on net investment in lease - - 8 Total finance income - - 8 Finance Expense Finance charge accrued on convertible loan notes - 163 303 Interest expense on lease liabilities 7 13 17 Total finance expenses 7 176 320 Net finance expense recognized in Consolidated statements of operations and comprehensive loss 7 176 312 |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of income tax Text block [Abstract] | |
TAXATION | 10. TAXATION Year Ended December 31, 2022 2021 2020 Group Current year tax (credit) - (3,255 ) (1,546 ) Adjustments due to prior periods - (15 ) (661 ) Total tax (credit) for the period - (3,240 ) (2,207 ) 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 (15,397 ) (26,657 ) (28,337 ) Loss charged at standard rate of corporation tax 19% (2,926 ) (5,065 ) (5,384 ) Movement in unrecognized deferred tax 2,319 1,722 1,316 Expenses not deductible for taxation 1,036 1,550 4,986 Adjustments due to prior periods - (15 ) (661 ) Research and development claim - (1,401 ) (665 ) Income not taxable for tax purposes (495 ) (61 ) (1,741 ) Fixed asset differences (1 ) - - Adjustments to brought forward values 67 - - Consolidation adjustment in relation to foreign exchange movements - - (58 ) - (3,313 ) (2,207 ) 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, 2022 is $15,011k (2021 is $11,591k; 2020; $6,182k). |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Loss Per Share [Abstract] | |
LOSS PER SHARE | 11. LOSS PER SHARE Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. Year ended December 31, 2022 2021 2020 (Loss) attributable to equity holders of the company ($000) (15,397 ) (23,417 ) (26,131 ) Weighted average number of ordinary shares in issue 101,526,389 97,932,055 97,306,144 Basic loss per share (cents per share) (15.2 ) (23.9 ) (26.9 ) 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. The weighted average number of ordinary shares in issuance is stated as net excluding Treasury shares. |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Other Receivables Disclosure [Abstract] | |
OTHER RECEIVABLES | 12. OTHER RECEIVABLES $000 Year ended December 31, 2022 2021 VAT Receivable - 80 Security deposits receivable 130 35 Prepayments 170 1,186 300 1,301 There are no differences between the carrying amount and fair value of any of the trade and other receivables above. |
Share Capital and Share Premium
Share Capital and Share Premium | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share Capital Reserves And Other Equity Interest Text Block Abstract | |
Share Capital and Share Premium | 13 SHARE CAPITAL AND SHARE PREMIUM Group On 21 October 2021, the Company acquired the entire shareholding of Tiziana Life Sciences Plc and its subsidiaries through a share for share exchange transaction. On this date Tiziana Life Sciences Ltd became the Group’s parent company. This transaction does not constitute a business combination under IFRS 3 “Business combinations” and has been accounted for as a group reorganization. Merger accounting has been applied to account for the insertion of the new company. Due to a share consolidation, the effect of this was a decrease in share capital of the Company with an offset posted to the merger reserve. As a common control transaction, the Group has elected to present the comparative information as if this transaction had occurred before the start of the comparative period. The share capital arising on the share for share exchange has been presented as share capital in the comparative period. Nominal Value Share Share Premium Merger Reserve £/$ 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 Shares issued in the period: At 31 December 2022 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. Ordinary shares include 1,683,544 of shares that are held in treasury which the Company has purchased pursuant to a share buyback but which are not cancelled upon delivery back to the Company. The Company has 102,272,614 shares in issue and holds 1,683,544 shares in treasury. The 1,683,544 treasury shares carry no voting rights and do not rank for dividends or return of capital whilst held in treasury. |
Share Based Payments
Share Based Payments | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of share-based payment arrangements [Abstract] | |
SHARE BASED PAYMENTS | 14. 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. The Company is currently operating two plans (Tiziana Life Sciences PLC) Share Option Plan which is closed for any new issuances and the Tiziana Life Sciences Ltd 2021 Equity Incentive Plan. Tiziana Life Sciences PLC Share Option Plan 2022 2021 2020 Weighted Weighted Weighted Average Options Average Options Average Options Outstanding at 1 January 90 22,234 67 17,024 113 16,379 Granted - - 166 5,210 111 3,870 Forfeited/Cancelled 176 (6,910 ) - - (52 ) (300 ) Exercised - - - - (25 ) (2,925 ) Outstanding at 31 December 49 15,324 90 22,234 67 17,024 Exercisable at 31 December 48 6,249 54 7,616 65 6,249 No options were exercised during 2022 or 2021. 2,925,725 options were exercised during the year ending 31 December 2020. The total outstanding fair value charge of the share option instruments is deemed to be approximately $242k (2021: $12,339k, 2020: $7,046k). Under the Tiziana Life Sciences PLC Share Option Plan, the total expense recognized for the year ending 31 December 2022 arising from share – based payment transactions under the Tiziana Life Sciences PLC Share Option Plan is ($1,479k) of which $3,221k was forfeiture during the year (2021 $5,173k, 2020: $5,105k). Share options outstanding at the end of the year have the following expiry dates and exercise prices: Grant Date Expiry Date Exercise Share Options 26 June 2014 26 June 2024 $ 0.47 1,831 30 April 2018 30 April 2028 $ 1.10 500 6 May 2020 5 May 2028 $ 0.47 12,393 23 July 2020 26 July 2030 $ 2.11 100 25 August 2020 24 August 2030 $ 1.98 500 Total 15,324 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 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 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 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 values 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. Tiziana Life Sciences Ltd 2021 Equity Incentive Plan 2022 Weighted Average Options Outstanding at 1 January - - Granted 69 2,575 Forfeited/Cancelled - - Exercised - - Outstanding at 31 December 69 2,575 Exercisable at 31 December - - The model inputs for options granted during the year ended 31 December 2022 valued under the Black-Scholes-Merton Valuation model included: 4 November 1 August Grant date share price $ 0.679 $ 0.741 Exercise share price $ 0.679 $ 0.741 Risk free rate -0.10% to -0.02 % 0.32% to 0.65 % Expected volatility 99% to 122 % 90% to 126 % Option life 10 years 10 years Weighted average share price $ 0.67 $ 0.741 Weighted average fair value per share option $ 0.690 $ 0.690 During the year ending 31 December 2022 no options were exercised. The total outstanding fair value charge of the share option instruments is deemed to be approximately $1,176k. Under the Tiziana Life Sciences Ltd 2021 Equity Incentive Plan, the total expenses recognized for the year ending 31 December 2022 arising from share based payment transactions is $332k. Share options outstanding at the end of the year have the following expiry dates and exercise prices: Grant Date Expiry Date Exercise Share Options as 01 August 2022 01 August 2032 $ 0.74 725 04 November 2022 04 November 2022 $ 0.67 1,850 Total 2,575 Group and Company Warrants No warrants were issued in 2022 or 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: 21 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 % 2022 $000 2021 $000 2020 $000 Outstanding at 1 January 697 697 2,418 Granted - - 324 Transfer to share premium on exercise of warrants - - (2,045 ) Outstanding at 31 December 697 697 697 No share-based payment charges relating to warrants were recorded during 2022 or 2021. Approximately $26K of share-based payment charges are included in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. |
Reserves
Reserves | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Reserves Abstract | |
RESERVES | 15. RESERVES The share-based payment reserve for warrants represents 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. 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 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 13. 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, 2022 | |
Disclosure Of Financial Instruments Text Block Abstract | |
FINANCIAL INSTRUMENTS | 16. 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: 2022 $000 Less than 3 to 12 Total Trade payables 1,230 3,732 4,962 Lease liabilities 32 98 130 Related party payables - - - Total 1,262 3,830 5,092 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 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 Bank of America 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 as of year-end for either the year ended 31 December 2022 or 31 December 2021. 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 2022 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, 2022 Strengthening Weakening USD (5% movement) 415 (415) |
Capital Risk Management
Capital Risk Management | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of capital risk management [Abstract] | |
CAPITAL RISK MANAGEMENT | 17. 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 consolidated 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 maximize shareholder value through the optimization 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, 2022 | |
Trade and Other Payables Disclosure [Abstract] | |
TRADE AND OTHER PAYABLES | 18. TRADE AND OTHER PAYABLES Year ended Group 2022 2021 $000 $000 Trade payables 4,962 4,406 Accruals 1,570 1,775 6,532 6,181 |
Investment in Related Party
Investment in Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Investment in Related Party [Abstract] | |
INVESTMENT IN RELATED PARTY | 19. INVESTMENT IN RELATED PARTY Year ended Group 2022 2021 $000 $000 Investment in Accustem Sciences Inc 2,675 - Movement in fair value (869 ) - 1,806 - During the year the company purchased One Million Three Hundred Thirty Seven Thousand Nine Hundred Seventy (1,337,970) shares of the Accustem Sciences Inc's Common Stock, with a par value of $0.001, at a price per share of $2.00, for an aggregate purchase price of $2,675,940. The share price of Accustem as of December 31, 2022 was $1.35, which has resulted in the recognition of a fair value loss of $869k. This has been measured using the Level 1per IFRS 13 fair value hierarchy. Accustem Sciences Inc is listed on the OTC markets and is run by a separate management team which is independent of the Tiziana management team. Tiziana is therefore not able to assert significant influence over Accustem Sciences Inc. |
Treasury Shares
Treasury Shares | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Treasury Shares Text Block [Abstract] | |
TREASURY SHARES | 20. TREASURY SHARES The company acquired 1,683,544 of its own shares through purchases on the NASDAQ stock exchange during the year ended December 31, 2022. The amount paid to acquire the shares totaled $1,320k, and the shares are held as “treasury shares”. The Company has the right to reissue these shares at a later date. All shares issued by the Company are fully paid. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Related Party Text Block Abstract | |
RELATED PARTY TRANSACTIONS | 21. 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. During 2022, Tiziana extended a further loan to Rasna for $85,000 at an interest rate of 16% per annum. As of December 31, 2022, $206k (2021: $106, 2020: $78k) was owed to Tiziana Life Sciences Ltd in respect of the loan, accrued interest and the shared services agreement. The total charged under the shared services agreement in the year ending 31 December 2022 was $7k (2021: $11k, 2020: $6k). 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. There were no milestone payments due in the year ending 31 December 2022. 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, 2022 $274k (2021, $42k, 2020: $27k) 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 2022 was $125k (2021: $98k, 2020: $20k). In August 2022, the Group issued a short-term credit facility to OKYO Pharma, a related party, for $2,000k in order to support short term liquidity. The loan is available for a period of 6 months upon first draw-down and carries an interest rate of 16% per annum, with additional default interest of 4% if the loan is not repaid after the 6-month period. As at December 31, 2022 $1,056k had been drawn down against the loan and $19k of interest had been accrued. 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, 2022 $ 295k was written off to bad debt after management assessment and deemed the balance to be irrecoverable (2021, $295k, 2020: $348k). 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, 2022 $72K (2021, ($1,341k) (2020: ($1,346k)) was the net amount owed from Accustem, including shared service costs of $72k. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Leases Text Block [Abstract] | |
LEASES | 22. LEASES All leases are accounted for by recognising a right-of-use asset and a lease liability except for: ● Leases of low value assets; and ● Leases with a duration of 12 months or less. The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment. For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. During the course of 2022, the Group entered into a new lease agreement for its London office. Any leases that have a term shorter than 12 months 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 2022 - 357 Additions 448 - Depreciation (50 ) (133 ) Disposal of lease - (224 ) Exchange differences (26 ) - 372 - Lease Liabilities 31 Dec 31 Dec $000 $000 At 1 January 2022 - 555 Additions 448 - Interest expense 6 13 Lease payments (61 ) (174 ) Exchange differences (28 ) - Disposal of lease - (394 ) 365 - Lease liabilities are presented in the consolidated statement of financial; position as follows: 31 Dec 31 Dec $000 $000 Current 122 - Non-current 243 - 365 - The lease liabilities are secured by the related underlying assets. Future minimum lease payments as of 31 December 2022 were as follows: Minimum lease payment due Within 1-2 years 2-5 years Over Total Lease payments 139 139 104 - 382 Finance Charges (9 ) (6 ) (2 ) - (17 ) Net Present Values 130 133 102 - 365 The total net cash outflow for leases in the year to 31 December 2022 was $55k.. |
Financial Commitments
Financial Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Financial Commitments [Abstract] | |
FINANCIAL COMMITMENTS | 23. 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 trial, this is currently being negotiated with BMS. (b) $4,000,000 upon FPD of the first Phase 3 registration trial in HCC. (c) $3,600,000 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 recoded as other income 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 enrollment 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. |
Contingent Liabilities
Contingent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Commitments and Contingent Liabilities Text Block [Abstract] | |
CONTINGENT LIABILITIES | 24. CONTINGENT LIABILITIES The group from time to time is involved in legal proceedings, none of which have given rise to contingent liabilities. Contingencies arising in the ordinary course of business, for which no security has been given, are not expected to result in any material financial loss. |
Convertible Debt Instrument Cla
Convertible Debt Instrument Classified As A Liability | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Debt Instruments Text Block Abstract | |
CONVERTIBLE DEBT INSTRUMENT CLASSIFIED AS A LIABILITY | 25. 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 2022 2021 2020 Convertible loan notes b/f - - 324 Accrued interest - - 163 Conversion of loan note - - 487 - - - |
Convertible Instruments Classif
Convertible Instruments Classified as Equity | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Instruments Classified As Equity Abstract | |
CONVERTIBLE INSTRUMENTS CLASSIFIED AS EQUITY | 26. 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: 2022 2021 2020 Par value of Convertible loan notes issued - - 1,850 Less: Fair value of warrants issued to note holders - - (545 ) Exchange rate adjustment - - 209 - - 1,514 Accrued interest - - 348 Less: convertible loan note conversion - - (2,523 ) Exercise of warrants - - 661 - - - |
Post Balance Sheet Events
Post Balance Sheet Events | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Events After Reporting Period Text Block [Abstract] | |
POST BALANCE SHEET EVENTS | 27. POST BALANCE SHEET EVENTS On March 20, 2023, the Company announced the grant of 857,500 share options to directors and members of senior management. In August 2022, the Group issued a short-term credit facility to Okyo Pharma, a related party, for $2,000k in order to support short term liquidity. As at December 31, 2022 $1,056k had been drawn down against the loan and the remaining amount was drawn down by January 17, 2023. The company further extended its loan facility by $500k on February 13, 2023, as of March 2023 the $500k was fully repaid to the company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 International Financial Reporting Interpretations Committee 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 April 2024, with a cash surplus of approximately $1m projected at this date. Accordingly, the Directors believe it appropriate that the consolidated financial statements have been prepared on a going concern basis. |
New and Revised Standards | New and Revised Standards Standards in effect in 2022 There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2022, that are relevant to the Group and that have had any impact in the year to December 31, 2022. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant and 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 undertook 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. |
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 Consolidated statements of operations and comprehensive loss. 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 Consolidated statements of operations and comprehensive loss) 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. “License fees expenses” are recognized 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 recognized 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. |
Fair Value Measurement | Fair Value Measurement Management have assessed the categorisation of the fair value measurements using the IFRS 13 fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows; Level 1 - valued using quoted prices in active markets for identical assets Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data. |
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 consolidated statements of operations and comprehensive loss. 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 holds an investment in Accustem Inc.as a 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 the 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 consolidated statements of operations and comprehensive 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 in which case they are depreciated over their useful lives. 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 Consolidated statements of operations and comprehensive loss. |
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, 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 carrying amounts exceed recoverable amounts. 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. |
Contingent Liabilities | Contingent Liabilities The Company is required to make judgments about contingent liabilities including the probability of pending and potential future litigation outcomes that, by their nature, are dependent on future events that are inherently uncertain. In making its determination of possible scenarios, management considers the evaluation of outside counsel knowledgeable about each matter, as well as known outcomes in case law. |
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. The Group has leases for its offices. Each lease is reflected on the consolidated 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 21). 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 are considered negligible. At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated balance sheets. 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). 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. 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. 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. |
Share – based payments | Share – based payments The calculation of the fair value of equity-settled share-based awards and the resulting charge to the Consolidated statements of operations and comprehensive loss 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’ and/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 Consolidated statements of operations and comprehensive loss 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 Consolidated statements of operations and comprehensive loss. 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 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. Sublicense income is included in other income on the consolidated statements of operations and comprehensive loss. |
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, 2022 | |
Accounting Policies [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 (expense)_ Income (Tables
Other (expense)/ Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income Table [Abstract] | |
Schedule of other (expense)/ income | Year Ended December 31, 2022 2021 2020 Sublicense income - 750 - Other 65 143 - Loss on investment at fair value through profit or loss (see note 19) (869 ) - - Total other (expense)/ income (804 ) 893 - |
Operating Loss (Tables)
Operating Loss (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Loss Table [Abstract] | |
Schedule of operating losses | Year Ended December 31, 2022 2021 2020 License fee - (1,047 ) 706 Realization bonus - 855 13,503 Foreign exchange gain related to the realization bonus - - (289 ) Depreciation of Property, plant and equipment 1 8 5 Depreciation (Right-of-use asset) 50 133 86 Foreign exchange (gains)/losses (3,183 ) (1,899 ) 239 |
Segmental Reporting (Tables)
Segmental Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segmental Reporting Table [Abstract] | |
Schedule of group’s other income | Year ended December 31, 2022 2021 2020 UK - 750 - US - - - Total sublicence income - 750 - |
Employees (Tables)
Employees (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Information About Employees Text Block Abstract | |
Schedule of employees | Year ended December 31, 2022 2021 2020 Staff costs comprised: Directors’ salaries (including bonus) 554 2,526 14,666 Employees’ wages, salaries and bonus 2,014 1,856 1,058 Social security costs 135 176 194 Recruitment fees 197 242 17 Share based payment charge (1,410 ) 5,173 5,105 1,242 9,973 21,040 The average monthly number of employees, including directors, employed by the group during the year was: Research and development 3 8 3 Corporate and administration 6 5 8 9 13 11 |
Remuneration of Key Managemen_2
Remuneration of Key Management Personnel (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Information About Key Management Personnel Text Block Abstract | |
Schedule of remuneration of key management personnel | $’000 Year ended December 31, 2022 2021 2020 Director Directors’ Bonus Salary Share Directors’ Bonus Salary Share Directors’ Bonus Salary Share based payments G. Cerrone (1) 296 148 - - 330 855 - 624 170 13,588 - 155 Willy Simon 55 83 59 93 49 - - 31 Gregor MacRae - - - - - - - - 27 - - - J Brancaccio 55 -- - 83 59 -- - 93 22 - - 31 K. Shailubhai - - 379 (145 ) - 210 600 492 - 210 600 2,069 T Adams - - - (1,967 ) - - 413 2,197 - - - - 406 148 379 (1,946 ) 448 1,065 1,013 3,499 268 13,798 600 2,286 (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. |
Schedule of share options were granted to directors | Year ended December 31, 2022 2021 2020 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, 2022 | |
Finance Costs [Abstract] | |
Schedule of finance costs | Year ended December 31, 2022 2021 2020 Group Finance Income Finance income received on net investment in lease - - 8 Total finance income - - 8 Finance Expense Finance charge accrued on convertible loan notes - 163 303 Interest expense on lease liabilities 7 13 17 Total finance expenses 7 176 320 Net finance expense recognized in Consolidated statements of operations and comprehensive loss 7 176 312 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Income Tax Text Block Abstract | |
Schedule of taxation | Year Ended December 31, 2022 2021 2020 Group Current year tax (credit) - (3,255 ) (1,546 ) Adjustments due to prior periods - (15 ) (661 ) Total tax (credit) for the period - (3,240 ) (2,207 ) 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 (15,397 ) (26,657 ) (28,337 ) Loss charged at standard rate of corporation tax 19% (2,926 ) (5,065 ) (5,384 ) Movement in unrecognized deferred tax 2,319 1,722 1,316 Expenses not deductible for taxation 1,036 1,550 4,986 Adjustments due to prior periods - (15 ) (661 ) Research and development claim - (1,401 ) (665 ) Income not taxable for tax purposes (495 ) (61 ) (1,741 ) Fixed asset differences (1 ) - - Adjustments to brought forward values 67 - - Consolidation adjustment in relation to foreign exchange movements - - (58 ) - (3,313 ) (2,207 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss Per Share [Abstract] | |
Schedule of basic loss per share | Year ended December 31, 2022 2021 2020 (Loss) attributable to equity holders of the company ($000) (15,397 ) (23,417 ) (26,131 ) Weighted average number of ordinary shares in issue 101,526,389 97,932,055 97,306,144 Basic loss per share (cents per share) (15.2 ) (23.9 ) (26.9 ) |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Receivables [Abstract] | |
Schedule of other receivables | $000 Year ended December 31, 2022 2021 VAT Receivable - 80 Security deposits receivable 130 35 Prepayments 170 1,186 300 1,301 |
Share Capital and Share Premi_2
Share Capital and Share Premium (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share Capital Reserves And Other Equity Interest Text Block Abstract | |
Schedule of share capital arising on the share for share exchange | Nominal Value Share Share Premium Merger Reserve £/$ 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 Shares issued in the period: At 31 December 2022 102,272,614 102 15,596 118,697 |
Share Based Payments (Tables)
Share Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Share Based Payment Arrangements Text Block Abstract | |
Schedule of share option plan | 2022 2021 2020 Weighted Weighted Weighted Average Options Average Options Average Options Outstanding at 1 January 90 22,234 67 17,024 113 16,379 Granted - - 166 5,210 111 3,870 Forfeited/Cancelled 176 (6,910 ) - - (52 ) (300 ) Exercised - - - - (25 ) (2,925 ) Outstanding at 31 December 49 15,324 90 22,234 67 17,024 Exercisable at 31 December 48 6,249 54 7,616 65 6,249 |
Schedule of share options expiry dates and exercise price | Grant Date Expiry Date Exercise Share Options 26 June 2014 26 June 2024 $ 0.47 1,831 30 April 2018 30 April 2028 $ 1.10 500 6 May 2020 5 May 2028 $ 0.47 12,393 23 July 2020 26 July 2030 $ 2.11 100 25 August 2020 24 August 2030 $ 1.98 500 Total 15,324 Grant Date Expiry Date Exercise Share Options as 01 August 2022 01 August 2032 $ 0.74 725 04 November 2022 04 November 2022 $ 0.67 1,850 Total 2,575 |
Schedule of model inputs for options granted under the black scholes valuation model | 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 4 November 1 August Grant date share price $ 0.679 $ 0.741 Exercise share price $ 0.679 $ 0.741 Risk free rate -0.10% to -0.02 % 0.32% to 0.65 % Expected volatility 99% to 122 % 90% to 126 % Option life 10 years 10 years Weighted average share price $ 0.67 $ 0.741 Weighted average fair value per share option $ 0.690 $ 0.690 21 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 equity incentive plan | 2022 Weighted Average Options Outstanding at 1 January - - Granted 69 2,575 Forfeited/Cancelled - - Exercised - - Outstanding at 31 December 69 2,575 Exercisable at 31 December - - |
Schedule of estimated the fair value of warrants using | 2022 $000 2021 $000 2020 $000 Outstanding at 1 January 697 697 2,418 Granted - - 324 Transfer to share premium on exercise of warrants - - (2,045 ) Outstanding at 31 December 697 697 697 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Financial Instruments Text Block Abstract | |
Schedule of financial liabilities based on contractual undiscounted payments | 2022 $000 Less than 3 to 12 Total Trade payables 1,230 3,732 4,962 Lease liabilities 32 98 130 Related party payables - - - Total 1,262 3,830 5,092 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 |
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, 2022 Strengthening Weakening USD (5% movement) 415 (415) |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other Payables [Abstract] | |
Schedule of trade and other payables | Year ended Group 2022 2021 $000 $000 Trade payables 4,962 4,406 Accruals 1,570 1,775 6,532 6,181 |
Investment in Related Party (Ta
Investment in Related Party (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investment In Related Party Abstract | |
Schedule of investment in related party | Year ended Group 2022 2021 $000 $000 Investment in Accustem Sciences Inc 2,675 - Movement in fair value (869 ) - 1,806 - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 - 357 Additions 448 - Depreciation (50 ) (133 ) Disposal of lease - (224 ) Exchange differences (26 ) - 372 - Lease Liabilities 31 Dec 31 Dec $000 $000 At 1 January 2022 - 555 Additions 448 - Interest expense 6 13 Lease payments (61 ) (174 ) Exchange differences (28 ) - Disposal of lease - (394 ) 365 - |
Schedule of consolidated statement of financial | 31 Dec 31 Dec $000 $000 Current 122 - Non-current 243 - 365 - |
Schedule of future minimum lease payments | Minimum lease payment due Within 1-2 years 2-5 years Over Total Lease payments 139 139 104 - 382 Finance Charges (9 ) (6 ) (2 ) - (17 ) Net Present Values 130 133 102 - 365 |
Convertible Debt Instrument C_2
Convertible Debt Instrument Classified As A Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Debt Instruments Text Block Abstract | |
Schedule of convertible loan note classified as a liability | 2022 2021 2020 Convertible loan notes b/f - - 324 Accrued interest - - 163 Conversion of loan note - - 487 - - - |
Convertible Instruments Class_2
Convertible Instruments Classified as Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Instruments Classified As Equity Abstract | |
Schedule of convertible equity Instrument that was recorded as in the convertible loan note reserve prior to conversion | 2022 2021 2020 Par value of Convertible loan notes issued - - 1,850 Less: Fair value of warrants issued to note holders - - (545 ) Exchange rate adjustment - - 209 - - 1,514 Accrued interest - - 348 Less: convertible loan note conversion - - (2,523 ) Exercise of warrants - - 661 - - - |
Accounting Policies (Details)
Accounting Policies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Disclosure of Significant Accounting Policies Text Block [Abstract] | ||
Cash surplus | $ 1,000 | |
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, 2022 | |
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] | |
Right of use asset | Economic life of contractual relationship |
Other (expense)_ Income (Detail
Other (expense)/ Income (Details) - Schedule of other (expense)/ income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Other Income [Abstract] | |||
Sublicense income | $ 750 | ||
Other | 65 | 143 | |
Loss on investment at fair value through profit or loss (see note 19) | (869) | ||
Total other (expense)/ income | $ (804) | $ 893 |
Operating Loss (Details)
Operating Loss (Details) £ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 USD ($) | Aug. 31, 2020 GBP (£) | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | |
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 losses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Operating Losses [Abstract] | |||
License fee | $ (1,047) | $ 706 | |
Realization bonus | 855 | 13,503 | |
Foreign exchange gain related to the realization bonus | (289) | ||
Depreciation of Property, plant and equipment | 1 | 8 | 5 |
Depreciation (Right-of-use asset) | 50 | 133 | 86 |
Foreign exchange (gains)/losses | $ (3,183) | $ (1,899) | $ 239 |
Segmental Reporting (Details) -
Segmental Reporting (Details) - Schedule of group’s other income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Staff costs comprised: | |||
Directors’ salaries (including bonus) | $ 554 | $ 2,526 | $ 14,666 |
Employees’ wages, salaries and bonus | 2,014 | 1,856 | 1,058 |
Social security costs | 135 | 176 | 194 |
Recruitment fees | 197 | 242 | 17 |
Share based payment charge | (1,410) | 5,173 | 5,105 |
Employees, total | 1,242 | 9,973 | 21,040 |
The average monthly number of employees, including directors, employed by the group during the year was: | |||
Research and development | 3 | 8 | 3 |
Corporate and administration | 6 | 5 | 8 |
Total | $ 9 | $ 13 | $ 11 |
Remuneration of Key Managemen_3
Remuneration of Key Management Personnel (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Remuneration of 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. | ||
Exercised shares options (in Shares) | 2,319,225 | ||
Intrinsic gain | $ 4,100,000 | ||
Contribution pension schemes | $ 32 | $ 24,000 | $ 10,000 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | $ 406 | $ 448 | $ 268 | |
Bonus | 148 | 1,065 | 13,798 | |
Salary | 379 | 1,013 | 600 | |
Share based payments | (1,946) | 3,499 | 2,286 | |
G. Cerrone [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | [1] | 296 | 330 | 170 |
Bonus | [1] | 148 | 855 | 13,588 |
Salary | [1] | |||
Share based payments | [1] | 624 | 155 | |
Willy Simon [Member] | ||||
Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items] | ||||
Directors’ fee | 55 | 59 | 49 | |
Bonus | ||||
Salary | ||||
Share based payments | 83 | 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 | 55 | 59 | 22 | |
Bonus | ||||
Salary | ||||
Share based payments | 83 | 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 | ||
Salary | 379 | 600 | 600 | |
Share based payments | (145) | 492 | 2,069 | |
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 | $ (1,967) | $ 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 $13.2m realization bonus. |
Remuneration of Key Managemen_5
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 3,500,000 | 2,300,000 | |
G. Cerrone [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 1,800,000 | ||
K. Shailubhai [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | |||
L. Zanbeletti [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | |||
W.Simon [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 250,000 | ||
J. Brancaccio [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 250,000 | ||
T Adams [Member] | |||
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items] | |||
Number of share options | 3,500,000 |
Finance Costs (Details) - Sched
Finance Costs (Details) - Schedule of finance costs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Group | |||
Finance income received on net investment in lease | $ 8 | ||
Total finance income | 8 | ||
Finance charge accrued on convertible loan notes | 163 | 303 | |
Interest expense on lease liabilities | 7 | 13 | 17 |
Total finance expenses | 7 | 176 | 320 |
Net finance expense recognized in Consolidated statements of operations and comprehensive loss | $ 7 | $ 176 | $ 312 |
Taxation (Details)
Taxation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of Income Tax Text Block [Abstract] | |||
Surrenderable losses percentage | 14.50% | ||
Term of R&D tax relief claims | 2 years | ||
Deferred tax assets | $ 15,011 | $ 11,591 | $ 6,182 |
Taxation (Details) - Schedule o
Taxation (Details) - Schedule of taxation - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Group | |||
Current year tax (credit) | $ (3,255) | $ (1,546) | |
Adjustments due to prior periods | (15) | (661) | |
Total tax (credit) for the period | (3,240) | (2,207) | |
Loss before taxation | (15,397) | (26,657) | (28,337) |
Loss charged at standard rate of corporation tax 19% | (2,926) | (5,065) | (5,384) |
Movement in unrecognized deferred tax | 2,319 | 1,722 | 1,316 |
Expenses not deductible for taxation | 1,036 | 1,550 | 4,986 |
Adjustments due to prior periods | (15) | (661) | |
Research and development claim | (1,401) | (665) | |
Income not taxable for tax purposes | (495) | (61) | (1,741) |
Fixed asset differences | (1) | ||
Adjustments to brought forward values | 67 | ||
Consolidation adjustment in relation to foreign exchange movements | (58) | ||
Income tax expense (benefit) | $ (3,313) | $ (2,207) |
Taxation (Details) - Schedule_2
Taxation (Details) - Schedule of taxation (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Taxation Abstract | |||
Standard rate of corporation tax | 19% | 19% | 19% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Basic Loss Per Share [Abstract] | |||
(Loss) attributable to equity holders of the company ($000) | $ (15,397) | $ (23,417) | $ (26,131) |
Weighted average number of ordinary shares in issue | 101,526,389 | 97,932,055 | 97,306,144 |
Basic loss per share (cents per share) | $ (15.2) | $ (23.9) | $ (26.9) |
Other Receivables (Details) - S
Other Receivables (Details) - Schedule of other receivables - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Receivables [Abstract] | ||
VAT Receivable | $ 80 | |
Security deposits receivable | 130 | 35 |
Prepayments | 170 | 1,186 |
Total | $ 300 | $ 1,301 |
Share Capital and Share Premi_3
Share Capital and Share Premium (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Disclosure of Share Capital Reserves and Other Equity Interest Text Block [Abstract] | |
Par value (in Dollars per share) | $ / shares | $ 0.001 |
Ordinary shares | 1,683,544 |
Shares issued | 102,272,614 |
Treasury shares | 1,683,544 |
Ordinary Shares [Member] | |
Disclosure of Share Capital Reserves and Other Equity Interest Text Block [Abstract] | |
Treasury shares | 1,683,544 |
Share Capital and Share Premi_4
Share Capital and Share Premium (Details) - Schedule of share capital arising on the share for share exchange $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 € / shares | Dec. 31, 2021 £ / shares | |
Disclosure of Share Capital Reserves and Other Equity Interest Text Block [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 | 102,272,614,000 | ||
Share Capital value At 31 December 2021 | $ 102 | $ 102 | ||
Share Premium At 31 December 2021 | 15,596 | 15,596 | ||
Merger Reserve At 31 December 2021 | $ 118,697 | $ 118,697 |
Share Based Payments (Details)
Share Based Payments (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | May 31, 2020 $ / shares | May 31, 2020 £ / shares | |
Share Based Payments (Details) [Line Items] | ||||||
Shares of options exercised (in Shares) | shares | 2,925,725 | |||||
Total outstanding fair value charge | $ 242 | $ 12,339 | $ 7,046 | |||
Total expenses | 3,221 | $ 5,173 | 5,105 | |||
Expected term of the award | 4 years | |||||
Exercise price for options issued to employees and directors | (per share) | $ 0.48 | £ 350 | ||||
Total expenses | 332 | |||||
Share-based payment charge | $ 26 | |||||
Tiziana Life Sciences PLC [Member] | ||||||
Share Based Payments (Details) [Line Items] | ||||||
Total expenses | 1,479 | |||||
Black-Scholes-Merton Valuation model [Member] | ||||||
Share Based Payments (Details) [Line Items] | ||||||
Total outstanding fair value charge | $ 1,176 |
Share Based Payments (Details)
Share Based Payments (Details) - Schedule of share option plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Share Option Plan Abstract | |||
Weighted Average exercise price, Outstanding | $ 90 | $ 67 | $ 113 |
Options, Outstanding | 22,234,000 | 17,024,000 | 16,379,000 |
Weighted Average exercise price, Granted | $ 166 | $ 111 | |
Options, Granted | 5,210,000 | 3,870,000 | |
Weighted Average exercise price, Forfeited/Cancelled | $ 176 | $ (52) | |
Options, Forfeited/Cancelled | (6,910,000) | (300,000) | |
Weighted Average exercise price, Exercised | $ (25) | ||
Options, Exercised | (2,925,000) | ||
Weighted Average exercise price, Outstanding | $ 49 | $ 90 | $ 67 |
Options, Outstanding | 15,324,000 | 22,234,000 | 17,024,000 |
Weighted Average exercise price, Exercisable | $ 48 | $ 54 | $ 65 |
Options, Exercisable | 6,249,000 | 7,616,000 | 6,249,000 |
Share Based Payments (Details_2
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price - $ / shares | 1 Months Ended | |||||
Aug. 25, 2020 | Jul. 23, 2020 | May 06, 2020 | Apr. 30, 2018 | Jun. 26, 2014 | Aug. 25, 2020 | |
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | ||||||
Exercise Price | $ 2,575 | |||||
Exercise Price 0.47 [Member] | ||||||
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | ||||||
Grant Date | 26 June 2024 | |||||
Expiry Date | $0.47 | |||||
Exercise Price | $ 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 2028 | |||||
Expiry Date | $1.10 | |||||
Exercise Price | $ 500 | |||||
Exercise Price 0.47 [Member] | ||||||
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | ||||||
Grant Date | 5 May 2028 | |||||
Expiry Date | $0.47 | |||||
Exercise Price | $ 12,393 | |||||
Exercise Price 2.11 [Member] | ||||||
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | ||||||
Grant Date | 26 July 2030 | |||||
Expiry Date | $2.11 | |||||
Exercise Price | $ 100 | |||||
Exercise Price 1.98 [Member] | ||||||
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | ||||||
Grant Date | 24 August 2030 | |||||
Expiry Date | $1.98 | |||||
Exercise Price | $ 500 | |||||
Share Options [Member] | ||||||
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | ||||||
Exercise Price | $ 15,324 | |||||
Exercise Price 0.74 [Member] | ||||||
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | ||||||
Grant Date | 01 August 2032 | |||||
Expiry Date | $0.74 | |||||
Exercise Price | $ 725 | |||||
Exercise Price 0.67 [Member] | ||||||
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items] | ||||||
Grant Date | 04 November 2022 | |||||
Expiry Date | $0.67 | |||||
Exercise Price | $ 1,850 |
Share Based Payments (Details_3
Share Based Payments (Details) - Schedule of model inputs for options granted under the black scholes valuation model | 3 Months Ended | |||||||
Nov. 04, 2022 $ / shares | Aug. 01, 2022 $ / shares | Aug. 01, 2022 £ / shares | Oct. 08, 2021 $ / shares | Feb. 02, 2021 $ / shares | Jun. 01, 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) | $ 0.679 | £ 0.741 | $ 0.719 | $ 2.116 | £ 1.15 | £ 0.43 | £ 0.43 | |
Exercise share price (in Pounds per share, Dollars per share and Pounds per share) | (per share) | $ 0.679 | £ 0.741 | $ 0.719 | £ 0.7 | £ 0.42 | £ 0.35 | ||
Risk free rate | 0.04% | 0.64% | 0.40% | |||||
Expected volatility | 111% | 61.70% | 84.70% | |||||
Option life | 10 years | 10 years | 10 years | 10 years | 10 years | |||
Weighted average share price (in Dollars per share) | $ 0.67 | $ 0.741 | $ 0.719 | $ 1.818 | ||||
Weighted average fair value per share option (in Dollars per share) | $ 0.69 | $ 0.69 | $ 0.319 | 0.862 | ||||
Bottom of range [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 | 0.10% | 0.32% | 0.32% | 0.32% | 0.10% | |||
Expected volatility | 99% | 90% | 90% | 83% | 101% | |||
Top of range [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 | 0.02% | 0.65% | 0.65% | 0.65% | 0.02% | |||
Expected volatility | 122% | 126% | 126% | 122% | 162% |
Share Based Payments (Details_4
Share Based Payments (Details) - Schedule of equity incentive plan shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule Of Equity Incentive Plan Abstract | |
Weighted Average exercise price (cents), Outstanding | $ / shares | |
Options, Outstanding | shares | |
Weighted Average exercise price (cents), Granted | $ / shares | $ 69 |
Options, Granted | shares | 2,575 |
Weighted Average exercise price (cents), Forfeited/Cancelled | $ / shares | |
Options, Forfeited/Cancelled | shares | |
Weighted Average exercise price (cents), Exercised | $ / shares | |
Options, Exercised | shares | |
Weighted Average exercise price (cents), Outstanding | $ / shares | $ 69 |
Options, Outstanding | shares | 2,575 |
Weighted Average exercise price (cents), Exercisable | $ / shares | |
Options, Exercisable | shares |
Share Based Payments (Details_5
Share Based Payments (Details) - Schedule of estimated the fair value of warrants using - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Estimated The Fair Value Of Warrants Using Abstract | |||
Outstanding at 1 January | $ 697 | $ 697 | $ 2,418 |
Granted | 324 | ||
Transfer to share premium on exercise of warrants | (2,045) | ||
Outstanding at 31 December | $ 697 | $ 697 | $ 697 |
Financial Instruments (Details)
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items] | ||
Trade payables | $ 4,962 | $ 4,406 |
Lease liabilities | 130 | |
Related party payables | 1,355 | |
Total | 5,092 | 5,761 |
Less than 3 months [Member] | ||
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items] | ||
Trade payables | 1,230 | 2,873 |
Lease liabilities | 32 | |
Related party payables | 1,355 | |
Total | 1,262 | 4,228 |
3 to 12 months [Member] | ||
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items] | ||
Trade payables | 3,732 | 1,533 |
Lease liabilities | 98 | |
Related party payables | ||
Total | $ 3,830 | $ 1,533 |
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, 2022 USD ($) | |
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 | $ 415 |
Profit or loss and equity, Weakening | $ (415) |
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, 2022 | |
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% |
Movement percentage Weakening | 5% |
Trade and Other Payables (Detai
Trade and Other Payables (Details) - Schedule of trade and other payables - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Trade and Other Payables [Abstract] | ||
Trade payables | $ 4,962 | $ 4,406 |
Accruals | 1,570 | 1,775 |
Total | $ 6,532 | $ 6,181 |
Investment in Related Party (De
Investment in Related Party (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Investment In Related Party Abstract | |
Common stock shares (in Shares) | shares | (1,337,970) |
Par value | $ 0.001 |
Price per share | $ 2 |
Purchase price (in Dollars) | $ | $ 2,675,940 |
Share price | $ 1.35 |
Finance expense (in Dollars) | $ | $ 869,000 |
Investment in Related Party (_2
Investment in Related Party (Details) - Schedule of investment in related party - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Investment in Related Party [Abstract] | ||
Investment in Accustem Sciences Inc | $ 2,675 | |
Movement in fair value | (869) | |
Total | $ 1,806 |
Treasury Shares (Details)
Treasury Shares (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Treasury Shares (Details) [Line Items] | |
Shares purchases | shares | 1,683,544 |
Total shares | $ 1,320 |
NASDAQ Stock Exchange [Member] | |
Treasury Shares (Details) [Line Items] | |
Total shares | $ 1,320 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 16, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||
Interest amount | $ 85,000 | ||||
Short term loan facility | 16% | ||||
Services agreement amount | $ 7 | $ 11 | $ 6 | ||
Initial payment | $ 120 | ||||
Additional payment | $ 630 | ||||
Related party cost | $ 2,000 | ||||
Interest rate | 4% | ||||
Loan amount | 1,056 | ||||
Accrued interest | 19 | ||||
Bad debts | 295 | ||||
Irrecoverable amount | 295 | 348 | |||
Shared service costs | 72 | ||||
Rasna Therapeutics Inc [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Interest amount | $ 72,000 | ||||
Short term loan facility | 8% | ||||
Payroll and rent charged | $ 206 | 106 | 78 | ||
OKYO Pharma Ltd [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Payroll and rent charged | 274 | 42 | 27 | ||
Interest rate | 16% | ||||
Gensignia Lifesceinecs Inc [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Payroll and rent charged | 72 | 1,341 | 1,346 | ||
OKYO Pharma Ltd [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Services agreement amount | $ 125 | $ 98 | $ 20 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disclosure Of Leases Text Block [Abstract] | |
Net cash outflow for leases | $ 55 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of right-of-use assets and lease liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Right Of Use Assets And Lease Liabilities [Abstract] | ||
At 1 January 2022 | $ 357 | |
Additions | $ 448 | |
Depreciation | (50) | (133) |
Disposal of lease | (224) | |
Exchange differences | (26) | |
Right-of-use assets | 372 | |
At 1 January 2022 | 555 | |
Additions | 448 | |
Interest expense | 6 | 13 |
Lease payments | (61) | (174) |
Exchange differences | (28) | |
Disposal of lease | $ (394) | |
Lease Liabilities | $ 365 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of consolidated statement of financial - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Consolidated Statement Of Financial [Abstract] | ||
Current | $ 122 | |
Non-current | 243 | |
Lease Liabilities | $ 365 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of future minimum lease payments - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 05, 2022 | Dec. 01, 2022 |
Leases (Details) - Schedule of future minimum lease payments [Line Items] | |||
Lease payments | $ 382 | ||
Finance Charges | (17) | ||
Net Present Values | 365 | ||
Within 1 year [Member] | |||
Leases (Details) - Schedule of future minimum lease payments [Line Items] | |||
Lease payments | $ 139 | ||
Finance Charges | (9) | ||
Net Present Values | $ 130 | ||
1-2 years [Member] | |||
Leases (Details) - Schedule of future minimum lease payments [Line Items] | |||
Lease payments | 139 | ||
Finance Charges | (6) | ||
Net Present Values | 133 | ||
2-5 years [Member] | |||
Leases (Details) - Schedule of future minimum lease payments [Line Items] | |||
Lease payments | 104 | ||
Finance Charges | (2) | ||
Net Present Values | $ 102 | ||
Over 5 years [Member] | |||
Leases (Details) - Schedule of future minimum lease payments [Line Items] | |||
Lease payments | |||
Finance Charges | |||
Net Present Values |
Financial Commitments (Details)
Financial Commitments (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Financial Commitments [Abstract] | |
Financial commitments, description | (a)$1,000,000 upon initiation of the first Phase II clinical trial, this is currently being negotiated with BMS. (b) $4,000,000 upon FPD of the first Phase 3 registration trial in HCC. (c) $3,600,000 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 enrollment 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 |
Milestone payments | $ 630,000 |
Convertible Debt Instrument C_3
Convertible Debt Instrument Classified As A Liability (Details) - USD ($) | Apr. 24, 2014 | Mar. 31, 2014 |
Debt Instruments [Abstract] | ||
Convertible loan | $ 273 | |
Accrued interest rate | 4% | |
Price per share | $ 0.1 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Convertible Loan Note Classified as a Liability [Abstract] | |||
Convertible loan notes b/f | $ 324 | ||
Accrued interest | 163 | ||
Conversion of loan note | 487 | ||
Total |
Convertible Instruments Class_3
Convertible Instruments Classified as Equity (Details) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2019 USD ($) | Dec. 31, 2022 £ / shares | |
Convertible Instruments Classified As Equity Abstract | ||
Raised from issuance of convertible loan | $ | $ 1,850,000 | |
Short term instruments percentage | 16% | |
Ordinary shares nominal price | £ / shares | £ 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | ||
Less: Fair value of warrants issued to note holders | (545) | ||
Exchange rate adjustment | 209 | ||
Convertible gross | 1,514 | ||
Accrued interest | 348 | ||
Less: convertible loan note conversion | (2,523) | ||
Exercise of warrants | 661 | ||
Convertible net |
Post Balance Sheet Events (Deta
Post Balance Sheet Events (Details) - USD ($) $ in Thousands | Mar. 20, 2023 | Aug. 31, 2022 | Mar. 31, 2023 | Feb. 13, 2023 | Dec. 31, 2022 |
Post Balance Sheet Events (Details) [Line Items] | |||||
Grant share options (in Shares) | 857,500 | ||||
Short-term credit facility | $ 2,000 | ||||
Loan amount | $ 1,056 | ||||
Non Adjusting Events [Member] | |||||
Post Balance Sheet Events (Details) [Line Items] | |||||
Loan amount | $ 500 | $ 500 |