Exhibit 99.1
 | |
| GH RESEARCH PLC |
Unaudited condensed consolidated interim statement of comprehensive income
Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Note | $’000 | $’000 | |||||||||
| Operating expenses | |||||||||||
| Research and development | 3 | (8,658 | ) | (7,306 | ) | ||||||
| General and administration | 3 | (2,870 | ) | (3,113 | ) | ||||||
| Loss from operations | (11,528 | ) | (10,419 | ) | |||||||
| Finance income | 4 | 2,670 | 1,489 | ||||||||
| Finance expense | 4 | (179 | ) | (171 | ) | ||||||
| Movement of expected credit loss | 50 | (199 | ) | ||||||||
| Foreign exchange gain/(loss) | 1,321 | (1,637 | ) | ||||||||
| Total other income/(expense) | 3,862 | (518 | ) | ||||||||
| Loss before tax | (7,666 | ) | (10,937 | ) | |||||||
| Tax charge/(credit) | - | - | |||||||||
| Loss for the period | (7,666 | ) | (10,937 | ) | |||||||
| Other comprehensive (expense)/income | |||||||||||
| Items that may be reclassified to profit or loss | |||||||||||
| Fair value movement on marketable securities | (543 | ) | 724 | ||||||||
| Currency translation adjustment | (1,289 | ) | 1,676 | ||||||||
| Total comprehensive loss for the period | (9,498 | ) | (8,537 | ) | |||||||
| Attributable to owners: | |||||||||||
| Loss for the period | (7,666 | ) | (10,937 | ) | |||||||
| Total comprehensive loss for the period | (9,498 | ) | (8,537 | ) | |||||||
| Loss per share | |||||||||||
| Basic and diluted loss per share (in USD) | 13 | (0.15 | ) | (0.21 | ) | ||||||
| |
| GH RESEARCH PLC |
Unaudited condensed consolidated interim statement of financial position
| At March 31, | At December 31, | |||||||||||
| 2024 | 2023 | |||||||||||
| Note | $’000 | $’000 | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 5 | 77,483 | 78,420 | |||||||||
| Other financial assets | 51,346 | 55,615 | ||||||||||
| Marketable securities | 6 | 29,029 | 27,525 | |||||||||
| Other current assets | 7 | 2,618 | 2,529 | |||||||||
| Total current assets | 160,476 | 164,089 | ||||||||||
| Non-current assets | ||||||||||||
| Marketable securities | 6 | 56,132 | 61,142 | |||||||||
| Property, plant and equipment | 975 | 1,069 | ||||||||||
| Total non-current assets | 57,107 | 62,211 | ||||||||||
| Total assets | 217,583 | 226,300 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Trade payables | 8 | 3,554 | 3,490 | |||||||||
| Lease liability | 336 | 343 | ||||||||||
| Other current liabilities | 9 | 3,385 | 2,868 | |||||||||
| Total current liabilities | 7,275 | 6,701 | ||||||||||
| Non-current liabilities | ||||||||||||
| Lease liability | 561 | 631 | ||||||||||
| Total non-current liabilities | 561 | 631 | ||||||||||
| Total liabilities | 7,836 | 7,332 | ||||||||||
| Equity attributable to owners | ||||||||||||
| Share capital | 1,301 | 1,301 | ||||||||||
| Additional paid-in capital | 291,463 | 291,463 | ||||||||||
| Other reserves | 4,293 | 4,651 | ||||||||||
| Foreign currency translation reserve | (11,796 | ) | (10,507 | ) | ||||||||
| Accumulated deficit | (75,514 | ) | (67,940 | ) | ||||||||
| Total equity | 209,747 | 218,968 | ||||||||||
| Total liabilities and equity | 217,583 | 226,300 | ||||||||||
| |
| GH RESEARCH PLC |
Unaudited condensed consolidated interim statement of changes in equity
| Attributable to owners | ||||||||||||||||||||||||
| Share capital | Additional paid-in capital | Other reserves | Foreign currency translation reserve | Accumulated deficit | Total | |||||||||||||||||||
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |||||||||||||||||||
At January 1, 2023 | 1,301 | 291,448 | 2,595 | (13,035 | ) | (32,493 | ) | 249,816 | ||||||||||||||||
| Loss for the period | - | - | - | - | (10,937 | ) | (10,937 | ) | ||||||||||||||||
| Other comprehensive income | - | - | 724 | 1,676 | - | 2,400 | ||||||||||||||||||
| Total comprehensive loss for the period | - | - | 724 | 1,676 | (10,937 | ) | (8,537 | ) | ||||||||||||||||
| Share-based compensation expense | - | - | 551 | - | - | 551 | ||||||||||||||||||
| Total transactions with owners | - | - | 551 | - | - | 551 | ||||||||||||||||||
At March 31, 2023 | 1,301 | 291,448 | 3,870 | (11,359 | ) | (43,430 | ) | 241,830 | ||||||||||||||||
At January 1, 2024 | 1,301 | 291,463 | 4,651 | (10,507 | ) | (67,940 | ) | 218,968 | ||||||||||||||||
| Loss for the period | - | - | - | - | (7,666 | ) | (7,666 | ) | ||||||||||||||||
| Other comprehensive expense | - | - | (543 | ) | (1,289 | ) | - | (1,832 | ) | |||||||||||||||
| Total comprehensive loss for the period | - | - | (543 | ) | (1,289 | ) | (7,666 | ) | (9,498 | ) | ||||||||||||||
| Share-based compensation expense | - | - | 277 | - | - | 277 | ||||||||||||||||||
| Transfer of share options | - | - | (92 | ) | - | 92 | - | |||||||||||||||||
| Total transactions with owners | - | - | 185 | - | 92 | 277 | ||||||||||||||||||
At March 31, 2024 | 1,301 | 291,463 | 4,293 | (11,796 | ) | (75,514 | ) | 209,747 | ||||||||||||||||
| |
| GH RESEARCH PLC |
Unaudited condensed consolidated interim statement of cash flows
Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | (7,666 | ) | (10,937 | ) | ||||
| Depreciation | 80 | 77 | ||||||
| Share-based compensation expense | 277 | 551 | ||||||
| Finance income | (2,670 | ) | (1,489 | ) | ||||
| Finance expense | 179 | 171 | ||||||
| Movement of expected credit loss | (50 | ) | 199 | |||||
| Foreign exchange (gain)/loss | (1,321 | ) | 1,637 | |||||
| Movement in working capital | 557 | 2,473 | ||||||
| Cash flows used in operating activities | (10,614 | ) | (7,318 | ) | ||||
| Finance expense paid | (169 | ) | (246 | ) | ||||
| Finance income received | 1,187 | 679 | ||||||
| Net cash used in operating activities | (9,596 | ) | (6,885 | ) | ||||
| Cash flows from/(used in) investing activities | ||||||||
| Purchase of other financial assets | - | (54,000 | ) | |||||
| Purchase of property, plant and equipment | (12 | ) | (22 | ) | ||||
Proceeds from sale of other financial assets | 5,000 | - | ||||||
Proceeds from redemptions and disposals of marketable securities | 3,800 | - | ||||||
| Cash flows from/(used in) investing activities | 8,788 | (54,022 | ) | |||||
| Cash flows used in financing activities | ||||||||
| Payment of lease liability | (71 | ) | (70 | ) | ||||
| Net decrease in cash and cash equivalents | (879 | ) | (60,977 | ) | ||||
| Cash and cash equivalents at the beginning of the period | 78,420 | 165,955 | ||||||
| Impact of foreign exchange on cash and cash equivalents | (58 | ) | 104 | |||||
| Cash and cash equivalents at the end of the period | 77,483 | 105,082 | ||||||
|
| GH RESEARCH PLC |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| 1. | Corporate information |
GH Research PLC (the “Company”) was incorporated on March 29, 2021. The registered office of the Company is located at Joshua Dawson House, Dawson Street, Dublin 2, Ireland.
The Company and its subsidiary, GH Research Ireland Limited, (together the “Group” or “GH Research”) are a clinical-stage biopharmaceutical company dedicated to transforming the treatment of psychiatric and neurological disorders. Its initial focus is on developing the novel and proprietary mebufotenin (5-methoxy-N,N-dimethyltryptamine, or 5-MeO-DMT) therapies for the treatment of patients with Treatment Resistant Depression, or TRD. Its portfolio currently includes GH001, a proprietary inhalable mebufotenin product candidate, GH002, a proprietary intravenous mebufotenin product candidate, and GH003, a proprietary intranasal mebufotenin product candidate.
These unaudited condensed consolidated interim financial statements were presented to the board of directors and approved by them for issue on May 3, 2024.
| 2. | Basis of preparation, significant judgments, and accounting policies |
Basis of preparation
Compliance with International Financial Reporting Standards
The unaudited condensed consolidated interim financial statements for the three months ended March 31, 2024 have been prepared in accordance with IAS 34 “Interim Financial Reporting”. The unaudited condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023, which were prepared in accordance with IFRS Accounting Standards as adopted by the International Accounting Standards Board (“IASB”). These unaudited condensed consolidated interim financial statements are presented in U.S. dollar (“USD” or “$”), which is the Company’s functional currency and the Group’s presentation currency.
The financial information presented in this interim report does not represent full statutory accounts as defined by the Companies Act 2014. The statutory accounts of GH Research PLC for the year ended December 31, 2023, are expected to be filed with the Companies Registration Office by November 26, 2024.
New and amended IFRS standards
There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2024 that are relevant to the Group and that have had any material impact in the interim period. The review of the impact of new standards on the Group’s financial statements, including the recently issued IFRS 18 “Presentation and Disclosure in Financial Statements”, which is not yet effective and which has not been early adopted by the Group is ongoing. There are no other amendments to standards and interpretations that are not yet effective which have been deemed relevant to the Group.
Going concern basis
GH Research is a clinical-stage biopharmaceutical company developing innovative therapeutics. The Group is exposed to all risks inherent in establishing and developing its business, including the substantial uncertainty that current projects will succeed. Research and development expenses have been incurred from the start of the Group’s activities, generating negative cash flows from operating activities since formation.
Since its incorporation, the Group has funded its growth through capital increases. The Group has no bank loans or other debt outstanding, except lease liabilities, as of March 31, 2024. As a result, the Group is not exposed to liquidity risk through requests for early repayment of loans.
As of March 31, 2024, the Group’s cash and cash equivalents amounted to $77.5 million (December 31, 2023: $78.4 million). The Group also held marketable securities of $85.2 million and other financial assets of $51.3 million as of March 31, 2024 (December 31, 2023: marketable securities of $88.7 million and other financial assets of $55.6 million). The marketable securities held by the Group are quoted in active markets and are an additional source of liquidity.
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| GH RESEARCH PLC |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued) |
The board of directors believes that the Group has sufficient financial resources available to cover its planned cash outflows for at least the next twelve months from the date of issuance of these unaudited condensed consolidated interim financial statements. The Group, therefore, continues to adopt the going concern basis in preparing its unaudited condensed consolidated interim financial statements.
Use of estimates and judgments
The preparation of the unaudited condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these unaudited condensed consolidated interim financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty are consistent with those that applied in the preparation of the consolidated financial statements for the year ended December 31, 2023.
Accounting policies
The accounting policies, presentation and methods of computation followed in the unaudited condensed consolidated interim financial statements are consistent with those applied in the Group’s most recent annual financial statements and have been applied consistently to all periods presented in the unaudited condensed consolidated interim financial statements.
Current and deferred income tax
The interim income tax expense is calculated based on the Company’s estimate of the weighted average effective annual income tax rate expected for the full year. The current and deferred income tax charge was $nil for the three months ended March 31, 2024 and 2023, which is in line with the Company’s estimate for the full year. No deferred tax assets have been recognized as there is no certainty that sufficient taxable profits will be generated within the required timeframe to be able to utilize these tax loss carry-forwards in full.
Research and development tax credits
As explained in the Group’s consolidated financial statements for the year ended December 31, 2023, an amount of $1.3 million had remained unrecognized with respect to research and development tax credit claims for the year ended December 31, 2022 and 2021. In the period to March 31, 2024, an amount of $0.8 million has been received by the Group which has been recognized as a deduction from research and development expenses under the Group’s relevant accounting policy. At March 31, 2024, a balance of $0.5 million remains unrecognized as it has been concluded that reasonable assurance has not been achieved. Judgment was applied in this determination.
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| GH RESEARCH PLC |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued) |
Segment reporting
Management considers the Group to have only a single segment: Research and Development (“R&D”). This is consistent with the way that information is reported internally within the Group for the purpose of allocating resources and assessing performance.
| 3. | Expenses by nature |
The following table provides the consolidated statement of comprehensive income classification of our expense by nature:
Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
External research and development expenses | 7,047 | 5,825 | ||||||
Employee expenses1 | 1,548 | 1,419 | ||||||
Depreciation | 6 | 10 | ||||||
Other expenses | 57 | 52 | ||||||
| Total research and development expenses | 8,658 | 7,306 | ||||||
External costs | 1,915 | 2,270 | ||||||
Employee expenses2 | 881 | 776 | ||||||
Depreciation | 74 | 67 | ||||||
| Total general and administrative expenses | 2,870 | 3,113 | ||||||
| Total operating expenses | 11,528 | 10,419 | ||||||
1Included in employee expenses is share based compensation expense of $0.2 million and $0.3 million for the three months ended March 31, 2024 and 2023, respectively, relating to employees in the research and development department.
2 Included in employee expenses is share based compensation expense of $0.1 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively, relating to employees in the general and administrative department.
Foreign exchange gain/loss
Foreign exchange gain of $1.3 million for the three months ended March 31, 2024 (foreign exchange loss of $1.6 million for the three months ended March 31, 2023) consists primarily of gains (2023: losses) related to the translation of the U.S. dollar cash and other financial assets balance into euro in the accounts of the Company’s subsidiary, GH Research Ireland Limited, whose functional currency is euro as explained in the Group’s consolidated financial statements for the year ended December 31, 2023.
At March 31, 2024, if the U.S. dollar had weakened/strengthened by 10% against the euro with all other variables held constant, the loss before tax for the three months ended March 31, 2024, would have been $5.6 million higher/lower, mainly related to the translation of cash and other financial assets held in U.S. dollar in the Company’s subsidiary, GH Research Ireland Limited. This would be offset by an equivalent amount within Other Comprehensive Income.
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| GH RESEARCH PLC |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued) |
| 4. | Finance income and expense |
Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Finance income | ||||||||
| Finance income on cash, cash equivalents and other financial assets | 558 | - | ||||||
Gain on cash equivalents and other financial assets at fair value through profit and loss (“FVTPL”) | 1,057 | 465 | ||||||
Interest income under effective interest rate method at fair value through other comprehensive income (“FVOCI”) | 1,055 | 1,024 | ||||||
| Finance income | 2,670 | 1,489 | ||||||
| Finance expense | ||||||||
| Finance expense on investments | (166 | ) | (153 | ) | ||||
| Finance expense on lease liability | (13 | ) | (18 | ) | ||||
| Finance expense | (179 | ) | (171 | ) | ||||
| 5. | Cash and cash equivalents |
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
Cash at bank and in hand | 39,026 | 41,390 | ||||||
Cash equivalents | 38,457 | 37,030 | ||||||
| 77,483 | 78,420 | |||||||
During the three months ended March 31, 2024, proceeds of $5.0 million were received from the sale of a portion of other financial assets and proceeds of $3.8 million were received from the redemption of marketable securities.
| 6. | Marketable securities |
Marketable securities | ||||
| $’000 | ||||
| Fair value | ||||
| At January 1, 2024 | 88,667 | |||
Accrued interest | 1,055 | |||
Interest received | (268 | ) | ||
| Redemptions and disposals of marketable securities | (3,800 | ) | ||
| Revaluation adjustment | (493 | ) | ||
| At March 31, 2024 | 85,161 | |||
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| GH RESEARCH PLC |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued) |
The Group holds government and corporate listed bonds which comprise marketable securities measured at FVOCI. These marketable securities had a fair value of $85.2 million at March 31, 2024 (December 31, 2023: $88.7 million). During the period to March 31, 2024, a number of marketable securities were redeemed. This resulted in proceeds of $3.8 million in the period. The impairment loss allowance for expected credit losses at the reporting date was $0.1 million (December 31, 2023: $0.1 million). At March 31, 2024, the maturity of the Group’s marketable securities ranges from one month to three years. This maturity has been reflected in the allocation of current and non-current assets in the unaudited condensed consolidated interim statement of financial position.
The movement through OCI for the three months ended March 31, 2024, and March 31, 2023, is shown in the table below:
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $'000 | |||||||
| Revaluation adjustments | (493 | ) | 525 | |||||
| Movement of expected credit losses on assets measured at FVOCI | (50 | ) | 199 | |||||
| Movement on marketable securities through OCI | (543 | ) | 724 | |||||
| 7. | Other current assets |
Other current assets primarily represent prepayments.
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| GH RESEARCH PLC |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued) |
| 8. | Trade payables |
Trade payables primarily represents amounts incurred for the provision of manufacturing, research and consulting services and legal and professional fees, which are outstanding at the end of the period. Trade payables are due to be settled at different times within 12 months.
| 9. | Other current liabilities |
Other current liabilities primarily represent accruals for operating expenses and employee tax payable and are expected to be settled within one year.
| 10. | Contingencies |
As of March 31, 2024, there were no material contingencies which required adjustment or disclosure in the unaudited condensed consolidated interim financial statements (2023: none).
| 11. | Share based compensation |
Share Options
In June 2021, the Company adopted a share option plan referred to herein as the Share Option Plan under which grants of options are made to eligible participants. The Company had reserved 1,202,734 ordinary shares for future issuance under the Share Option Plan, which include ordinary shares pursuant to share-based equity awards issued to date. As of March 31, 2024, the Company has 368,741 ordinary shares available for the future issuance of share-based equity awards.
Under the Share Option Plan, the options may be settled only in ordinary shares of the Company. Therefore, the grants of share options under the Share Option Plan have been accounted for as equity-settled under IFRS 2. As such, the Company records a charge for the vested portion of award grants and for partially earned but non-vested portions of award grants.
During the three months ended March 31, 2024, the Company granted the option to purchase 68,000 ordinary shares to employees which were in line with the general terms of the Share Option Plan. All share options granted during the three months ended March 31, 2024, had a contractual term (expiration) of eight years from the grant date with an exercise price at the closing market price on the day prior to the grant.
The following table summarizes the share option awards outstanding as of March 31, 2024:
Average exercise price per share in USD | Number of awards | Weighted average remaining life in years | ||||||||||
| At December 31, 2023 | 10.35 | 790,720 | 6.57 | |||||||||
Granted | 6.96 | 68,000 | 7.81 | |||||||||
Forfeited | 12.82 | (32,023 | ) | 6.12 | ||||||||
At March 31, 20241 | 9.98 | 826,697 | 6.45 | |||||||||
1 149,207 of the awards outstanding as of March 31, 2024, were exercisable.
The weighted average grant date fair value of awards granted during the three months ended March 31, 2024, was $5.21 per award.
The fair values of the options granted were determined on the date of the grant using the Black-Scholes option-pricing model. The Company used an independent valuation firm to assist in calculating the fair value of the award grants per participant.
The fair values of the options granted during the three months ended March 31, 2024 and 2023 were determined on the date of the grant using the following assumptions:
Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | |||||||
Share price, in USD | 5.80 - 8.00 | 8.77 - 10.40 | ||||||
Strike price, in USD – employees (weighted average) | 6.96 | 9.66 | ||||||
Expected volatility | 87% - 88% | 87% | ||||||
Award life (weighted average) | 6 | 6 | ||||||
Expected dividends | - | - | ||||||
Risk-free interest rate | 3.82% - 4.26% | 3.63% - 4.22% | ||||||
The expected volatility was based on selected volatility determined by median values observed among other comparable public companies.
The award life is based on the time interval between the date of grant and the date during the life of the share option after which, when making the grant, the Company expected on average that participants would exercise their options.
As of March 31, 2024, Other Reserves within equity includes $4.4 million (December 31, 2023: $4.2 million) relating to the Group’s Share Option Plan. Balances which relate to forfeited awards which had previously vested are transferred from Other Reserves to Accumulated Deficit. The amount of expense for all awards recognized for services received during the three months ended March 31, 2024 was $0.3 million (three months ended March 31, 2023: $0.6 million).
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| GH RESEARCH PLC |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued) |
| 12. | Related party disclosures |
There have been no transactions in the three months ended March 31, 2024 and ended March 31, 2023 with related parties that had a material effect on the financial position or performance of the Group.
| 13. | Loss per share |
Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
Loss attributable to shareholders (in $’000) | (7,666 | ) | (10,937 | ) | ||||
Weighted average number of shares in issue | 52,028,145 | 52,020,849 | ||||||
Basic and diluted loss per share (in USD) | (0.15 | ) | (0.21 | ) | ||||
For the three months ended March 31, 2024 and 2023, basic and diluted loss per share are calculated on the weighted average number of shares issued and outstanding and exclude shares to be issued under the Share Option Plan, as the effect of including those shares would be anti-dilutive.
| 14. | Events after the reporting date |
There were no events after the reporting date requiring disclosure in the Group’s consolidated financial statements.
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