Exhibit 99.1
Unaudited Condensed Consolidated Interim Financial Statements as of September 30, 2023
Table of Contents
|
|
Page |
Condensed Consolidated Statements of Financial Position as of September 30, 2023 and March 31, 2023 (Unaudited) |
|
F-3 |
Condensed Consolidated Statements of Profit and Loss and Other Comprehensive Loss for the Six Months Ended September 30, 2023 and 2022 (Unaudited) |
|
F-4 |
Condensed Consolidated Statements of Changes in Equity for the Six Months Ended September 30, 2023 and 2022 (Unaudited) |
|
F-5 |
Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2023, and 2022 (Unaudited) |
|
F-6 |
Notes to Condensed Consolidated Financial Statements (Unaudited) |
|
F-7 |
VIRAX BIOLABS GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash |
|
$ |
5,107,882 |
|
|
$ |
9,352,538 |
|
VAT receivable |
|
|
183,361 |
|
|
|
— |
|
Inventories |
|
|
24,508 |
|
|
|
— |
|
Prepaid expenses and deposits |
|
|
655,421 |
|
|
|
281,475 |
|
Total current assets |
|
|
5,971,172 |
|
|
|
9,634,013 |
|
|
|
|
|
|
|
|
||
Non-current assets |
|
|
|
|
|
|
||
Right-of-use assets, net |
|
|
172,257 |
|
|
|
— |
|
Property, plant & equipment, net |
|
|
507,163 |
|
|
|
— |
|
Intangible software, net |
|
|
374,670 |
|
|
|
178,403 |
|
Total non-current assets |
|
|
1,054,090 |
|
|
|
178,403 |
|
|
|
|
|
|
|
|
||
Total assets |
|
$ |
7,025,262 |
|
|
$ |
9,812,416 |
|
|
|
|
|
|
|
|
||
Liabilities and stockholders’ equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
$ |
643,881 |
|
|
$ |
705,605 |
|
Current operating lease liabilities |
|
|
49,679 |
|
|
|
— |
|
Accounts payable - related parties |
|
|
93,462 |
|
|
|
18,296 |
|
Note payable |
|
|
— |
|
|
|
146,250 |
|
Deferred revenue |
|
|
— |
|
|
|
38,250 |
|
Total current liabilities |
|
|
787,022 |
|
|
|
908,401 |
|
|
|
|
|
|
|
|
||
Non-Current liabilities |
|
|
|
|
|
|
||
Non-current operating lease liabilities |
|
|
132,027 |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
919,049 |
|
|
|
908,401 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 15) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Stockholders’ equity: |
|
|
|
|
|
|
||
Ordinary Shares, $0.001 par value, 50,000,000 shares Authorised; 1,811,540 and 1,554,709 issued and outstanding as of September 30, 2023 and March 31, 2023 |
|
|
1,812 |
|
|
|
1,557 |
|
Reserves |
|
|
21,089,103 |
|
|
|
20,921,005 |
|
Accumulated deficit |
|
|
(14,802,024 |
) |
|
|
(11,794,460 |
) |
Accumulated other (loss) income |
|
|
44,273 |
|
|
|
(1,688 |
) |
Total stockholders’ equity (Virax) |
|
|
6,333,164 |
|
|
|
9,126,414 |
|
Non-Controlling Interest |
|
|
(226,951 |
) |
|
|
(222,399 |
) |
Total stockholders’ equity |
|
|
6,106,213 |
|
|
|
8,904,015 |
|
|
|
|
|
|
|
|
||
Total liabilities and stockholders’ equity |
|
$ |
7,025,262 |
|
|
$ |
9,812,416 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
VIRAX BIOLABS GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT AND LOSS
AND OTHER COMPREHENSIVE LOSS (UNAUDITED)
|
|
For the Six Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Revenue |
|
$ |
76,500 |
|
|
$ |
5,760 |
|
Cost of revenue - excluding depreciation |
|
|
65,982 |
|
|
|
5,642 |
|
|
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
||
Sales and Marketing |
|
|
32,997 |
|
|
|
51,970 |
|
Research & Development |
|
|
409,295 |
|
|
|
96,622 |
|
General and Administration |
|
|
2,274,449 |
|
|
|
1,292,102 |
|
Total operating expenses |
|
$ |
2,716,741 |
|
|
$ |
1,440,694 |
|
|
|
|
|
|
|
|
||
Operating loss |
|
$ |
(2,706,223 |
) |
|
$ |
(1,440,576 |
) |
|
|
|
|
|
|
|
||
Other income (expenses): |
|
|
|
|
|
|
||
Interest expense, net |
|
|
(10,114 |
) |
|
|
(9,608 |
) |
Gain on extinguishment of debt |
|
|
12,465 |
|
|
|
— |
|
Other income (expense), net |
|
|
(210,332 |
) |
|
|
(3,602 |
) |
Total other income (expenses), net |
|
|
(207,981 |
) |
|
|
(13,210 |
) |
Loss before income taxes |
|
|
(2,914,204 |
) |
|
|
(1,453,786 |
) |
Income tax (benefit) expense |
|
|
— |
|
|
|
— |
|
Net loss |
|
$ |
(2,914,204 |
) |
|
$ |
(1,453,786 |
) |
|
|
|
|
|
|
|
||
Net loss attributable to non-controlling interest |
|
|
(4,552 |
) |
|
|
(10,175 |
) |
Net loss attributable to Virax stockholders |
|
|
(2,909,652 |
) |
|
|
(1,443,611 |
) |
|
|
|
|
|
|
|
||
Other comprehensive loss |
|
|
|
|
|
|
||
Foreign currency adjustment |
|
|
(132,846 |
) |
|
|
(111 |
) |
Comprehensive loss |
|
$ |
(3,047,050 |
) |
|
$ |
(1,453,897 |
) |
|
|
|
|
|
|
|
||
Comprehensive loss attributable to non-controlling interest |
|
|
(4,552 |
) |
|
|
(10,175 |
) |
Comprehensive loss attributable to Virax |
|
$ |
(3,042,498 |
) |
|
$ |
(1,443,722 |
) |
|
|
|
|
|
|
|
||
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
|
||
Ordinary Shares |
|
|
1,775,284 |
|
|
|
389,763 |
|
Basic and diluted net loss per share to Virax stockholders |
|
|
|
|
|
|
||
Ordinary Shares |
|
$ |
(1.64 |
) |
|
$ |
(3.80 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
VIRAX BIOLABS GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
|
|
Ordinary Shares |
|
|
Reserves |
|
|
Accumulated Deficit |
|
|
Accumulated |
|
|
Total Stockholders’ Equity (Virax) |
|
|
Non |
|
|
Total Stockholders’ Equity |
|
|||||||||||
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, |
|
|
1,554,709 |
|
|
$ |
1,557 |
|
|
$ |
20,921,005 |
|
|
$ |
(11,794,460 |
) |
|
$ |
(1,688 |
) |
|
$ |
9,126,414 |
|
|
$ |
(222,399 |
) |
|
$ |
8,904,015 |
|
Pre-funded warrant exercise |
|
|
234,331 |
|
|
|
234 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
234 |
|
|
|
— |
|
|
|
234 |
|
Shares issued for settlement of debt |
|
|
22,500 |
|
|
|
21 |
|
|
|
85,479 |
|
|
|
— |
|
|
|
— |
|
|
|
85,500 |
|
|
|
— |
|
|
|
85,500 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
86,269 |
|
|
|
— |
|
|
|
— |
|
|
|
86,269 |
|
|
|
— |
|
|
|
86,269 |
|
Foreign currency adjustment |
|
|
— |
|
|
|
— |
|
|
|
(3,650 |
) |
|
|
(97,912 |
) |
|
|
45,961 |
|
|
|
(55,601 |
) |
|
|
— |
|
|
|
(55,601 |
) |
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,909,652 |
) |
|
|
— |
|
|
|
(2,909,652 |
) |
|
|
(4,552 |
) |
|
|
(2,914,204 |
) |
Balance at September 30, |
|
|
1,811,540 |
|
|
$ |
1,812 |
|
|
$ |
21,089,103 |
|
|
$ |
(14,802,024 |
) |
|
$ |
44,273 |
|
|
$ |
6,333,164 |
|
|
$ |
(226,951 |
) |
|
$ |
6,106,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, |
|
|
997,655 |
|
|
$ |
998 |
|
|
$ |
5,363,188 |
|
|
$ |
(6,336,966 |
) |
|
$ |
(1,799 |
) |
|
$ |
(974,579 |
) |
|
$ |
(222,130 |
) |
|
$ |
(1,196,709 |
) |
Shares issued for cash |
|
|
159,250 |
|
|
|
159 |
|
|
|
6,557,411 |
|
|
|
— |
|
|
|
— |
|
|
|
6,557,570 |
|
|
|
— |
|
|
|
6,557,570 |
|
Shares issued for services |
|
|
755 |
|
|
|
1 |
|
|
|
20,000 |
|
|
|
— |
|
|
|
— |
|
|
|
20,001 |
|
|
|
— |
|
|
|
20,001 |
|
Cashless warrant exercise |
|
|
8,619 |
|
|
|
8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8 |
|
|
|
— |
|
|
|
8 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
228,978 |
|
|
|
— |
|
|
|
— |
|
|
|
228,978 |
|
|
|
— |
|
|
|
228,978 |
|
Foreign currency |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,564 |
|
|
|
4,564 |
|
|
|
(4,453 |
) |
|
|
111 |
|
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,443,611 |
) |
|
|
— |
|
|
|
(1,443,611 |
) |
|
|
(10,175 |
) |
|
|
(1,453,786 |
) |
Balance at September 30, |
|
|
1,166,279 |
|
|
$ |
1,166 |
|
|
$ |
12,169,577 |
|
|
$ |
(7,780,577 |
) |
|
$ |
2,765 |
|
|
$ |
4,392,931 |
|
|
$ |
(236,758 |
) |
|
$ |
4,156,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All share amounts have been given retroactive effect in the financial statements as a result of the Share Consolidation on December 18, 2023. See Note 14.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
VIRAX BIOLABS GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
|
|
For the Six Months ended |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(2,914,204 |
) |
|
$ |
(1,453,786 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
4,750 |
|
|
|
— |
|
Interest expense on operating lease liabilities |
|
|
6,432 |
|
|
|
— |
|
Amortization - right-of-use assets |
|
|
12,969 |
|
|
|
— |
|
Stock-based compensation |
|
|
86,269 |
|
|
|
228,978 |
|
Stock issued for services |
|
|
— |
|
|
|
20,000 |
|
Gain on debt extinguishment |
|
|
(12,464 |
) |
|
|
— |
|
Other expense |
|
|
125,000 |
|
|
|
— |
|
Foreign currency translation gain |
|
|
(180,600 |
) |
|
|
— |
|
Net changes in operating assets & liabilities: |
|
|
|
|
|
|
||
Prepaid expenses and deposits |
|
|
(373,946 |
) |
|
|
(717,869 |
) |
Other current assets |
|
|
— |
|
|
|
(4,690 |
) |
Deferred revenue |
|
|
(38,250 |
) |
|
|
— |
|
Inventories |
|
|
(24,508 |
) |
|
|
20,951 |
|
VAT receivable |
|
|
(183,361 |
) |
|
|
— |
|
Operating lease liability |
|
|
(9,952 |
) |
|
|
— |
|
Accounts payable to related parties |
|
|
93,462 |
|
|
|
— |
|
Accounts payable and accrued liabilities |
|
|
(49,260 |
) |
|
|
(390,083 |
) |
Net cash used in operating activities |
|
$ |
(3,457,663 |
) |
|
$ |
(2,296,499 |
) |
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Investment - internally developed software |
|
|
(196,267 |
) |
|
|
— |
|
Purchase of software |
|
|
(19,338 |
) |
|
|
— |
|
Purchase of property, plant & equipment |
|
|
(492,576 |
) |
|
|
— |
|
Net cash used in investing activities |
|
$ |
(708,181 |
) |
|
$ |
— |
|
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Payments to related parties |
|
|
(18,296 |
) |
|
|
(102,698 |
) |
Proceeds from shares issued for cash |
|
|
234 |
|
|
|
6,557,570 |
|
Stock issued for settlement of debt |
|
|
85,500 |
|
|
|
— |
|
Proceeds from note payable |
|
|
— |
|
|
|
487,500 |
|
Payments on note payable |
|
|
(146,250 |
) |
|
|
(97,500 |
) |
Net cash (used in) provided by financing activities |
|
$ |
(78,812 |
) |
|
$ |
6,844,872 |
|
|
|
|
|
|
|
|
||
Net change in cash |
|
|
(4,244,656 |
) |
|
|
4,548,373 |
|
Cash at beginning of period |
|
|
9,352,538 |
|
|
|
21,756 |
|
Cash at end of period |
|
$ |
5,107,882 |
|
|
$ |
4,570,129 |
|
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
||
Cash paid during the year for: |
|
|
|
|
|
|
||
Interest |
|
$ |
10,114 |
|
|
$ |
2,437 |
|
Income taxes |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
||
Supplemental disclosure of non-cash investing and financing activities |
|
|
|
|
|
|
||
Right-of-use asset additions |
|
$ |
185,226 |
|
|
$ |
— |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
VIRAX BIOLABS GROUP LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
Note 1 — General information and reorganization transactions
Virax Biolabs Group Limited and its subsidiaries (the “Company”) is a global innovative biotechnology company focused on the prevention, detection, diagnosis, and risk management of viral diseases with a current focus on the field of T-Cells in Vitro Diagnostics. The Company is a Cayman Islands company and has been operating since 2013. The Company is in the process of developing and manufacturing tests that can predict adaptive immunity to viral diseases as well as identify individuals suffering from T-cell exhaustion linked to post viral syndromes. The Company's mission is to protect people from viral diseases and help with the early diagnosis of post viral syndromes associated with T-cell exhaustion and chronic fatigue through the provision of diagnostic tests, tests for adaptive immunity and education through a wellness mobile application which would allow people to make informed decisions regarding their viral risks.
Virax Biolabs Group Limited (“Virax Cayman”) — Virax Biolabs Group Limited is a Cayman Islands exempted company incorporated on September 2, 2021.
Virax Biolabs (UK) Limited (“Virax UK”) — Virax Biolabs (UK) Limited was incorporated on August 19, 2021 under the laws of the United Kingdom, a wholly-owned subsidiary of the Company and primarily engaged in the Company's research and development activities.
Virax Biolabs Limited (“HKCo” or formerly known as Shanghai Biotechnology Devices Ltd.) — Virax Biolabs Limited, incorporated on April 14, 2020, under the laws of Hong Kong, was previously named as “Shanghai Biotechnology Devices Limited” and effected a name change to “Virax Biolabs Limited” on July 12, 2021. Virax Biolabs Limited, our wholly owned Hong Kong subsidiary, serves as a holding company.
Virax Immune T- Cell Medical Device Company Limited (“Virax Immune T-Cell”) — Virax Immune T-Cell Medical Device Company Limited, a wholly-owned subsidiary of HKCo, incorporated on January 16, 2017, under the laws of Hong Kong, was previously named as “Stork Nutrition Asia Limited” and effected a name change to “Virax Immune T-Cell Medical Device Company Limited” on September 10, 2021.
Virax Biolabs Pte. Limited (“SingaporeCo”) — Virax Biolabs Pte. Limited, incorporated on May 4, 2013 under the laws of Singapore, was previously named as “Natural Source Group Pte. Limited” and effected a name change to “Virax Biolabs Pte. Limited” on July 2, 2021. 95.65% of its capital stock is owned by Virax Biolabs Limited and the remaining 4.35% by independent third-party shareholders.
Logico Bioproduct Corp. (“Logico BVI”) — Logico Bioproducts Corp., a wholly-owned subsidiary of SingaporeCo, is a limited liability company incorporated in the British Virgin Islands on January 21, 2011 and is a holding company.
Shanghai Xitu Consulting Co., Limited (“Shanghai Xitu”) — Shanghai Xitu, a wholly-owned subsidiary of Logico BVI and a wholly foreign owned enterprise, is a limited liability company incorporated on October 27, 2017, in China. Shanghai Xitu is primarily engaged in procurement, warehousing, product development, and staffing management.
Virax Biolabs USA Management, Inc. — Virax Biolabs USA Management, Inc. was incorporated on August 1, 2022 under the laws of the United States, a wholly-owned subsidiary of Virax Cayman and structured as a management company for operations within the United States.
Virax Biolabs Group Holdings Ltd (“Virax UK HoldCo”) — Virax Biolabs Group Holdings Limited was incorporated on February 22, 2023 under the laws of the United Kingdom, a wholly-owned subsidiary of the Company and structured as a holding company.
Virax Biolabs FZ-LLC (“Virax Dubai”) — Virax Biolabs FZ-LLC was incorporated on April 18, 2023 under the laws of the United Kingdom, a wholly-owned subsidiary of the Company and is primarily engaged as a regional distribution company.
Virax Biolabs Trading B.V. (“Virax Netherlands”) — Virax Biolabs Trading B.V. was incorporated on August 4, 2023 under the laws of the Netherlands, a wholly-owned subsidiary of the Company and is primarily engaged as a regional distribution company.
Virax Biolabs UK Operating LLC (“Virax UK Operating”) — Virax Biolabs UK Operating LLC was incorporated on November 7, 2023 under the laws of the United Kingdom, a wholly-owned subsidiary of the Company and is primarily engaged as a regional operating company.
These financial statements are presented in US dollars.
Liquidity
The accompanying financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At September 30, 2023, the Company had a cash balance of $5,107,882 and current liabilities of $787,022. For the six months ended September 30, 2023, the Company had a net decrease in cash of $4,244,656 which led to indications of a potential going concern. In October 2023, this was alleviated by the Company raising approximately $1.9 million. See Note 18.
Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to research and development activities, corporate overhead and costs of being a public company. The Company believes that its existing working capital and future cash flows from operating activities will provide sufficient cash to enable the Company to meet its operating needs for the next twelve months from the issuance date of this report.
Note 2 — Summary of Significant Accounting Policies
This summary provides a list of the significant accounting policies adopted in the preparation of these condensed consolidated financial statements to the extent they have not been disclosed in the other notes below. The policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
Compliance with IFRS
The condensed consolidated financial statements of the Company has been prepared on a going concern basis and in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”).
Historical cost convention
The condensed consolidated financial statements have been prepared on a historical cost basis, as modified by the revaluation of certain financial assets and liabilities which are recognized at fair value through condensed consolidated statements of profit and loss and other comprehensive loss.
Principles of consolidation
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.
The following is a list of the Company's operating subsidiaries as of September 30 2023 and March 31, 2023.
Company names |
|
Jurisdiction |
|
Incorporation |
|
Ownership |
Virax Biolabs Group Limited |
|
Cayman Island |
|
9/2/2021 |
|
Holding Company |
Virax Biolabs (UK) Limited |
|
United Kingdom |
|
8/19/2021 |
|
100% (via Virax Biolabs Group Limited |
Virax Biolabs Limited |
|
Hong Kong |
|
4/14/2020 |
|
100% (via Virax Biolabs (UK) Limited) |
Virax Immune T-Cell Medical Device Company Limited |
|
Hong Kong |
|
1/16/2017 |
|
100% (via Virax Biolabs Limited) |
Virax Biolabs PTE. Limited |
|
Singapore |
|
5/4/2013 |
|
95.65% (via Virax Biolabs Limited) |
Logico Bioproducts Corp. |
|
BVI |
|
1/21/2011 |
|
100% (via Virax Biolabs PTE. LTD) |
Shanghai Xitu Consulting Co., Ltd |
|
PRC |
|
10/27/2017 |
|
100% (via Logico Bioproducts Corp.) |
Virax Biolabs USA Management, Inc. |
|
USA |
|
08/01/2022 |
|
100% (via Virax Biolabs Group Limited) |
Virax Biolabs Group Holdings Ltd |
|
United Kingdom |
|
2/22/2023 |
|
100% (via Virax Biolabs Group Limited) |
Virax Biolabs FZ-LLC |
|
United Arab Emirates |
|
4/18/2023 |
|
100% (via Virax Biolabs Group Holdings Limited) |
Virax Biolabs Trading B.V. |
|
Netherlands |
|
8/4/2023 |
|
100% (via Virax Biolabs Group Holdings Limited) |
Virax Biolabs UK Operating LLC |
|
United Kingdom |
|
11/7/2023 |
|
100% (via Virax Biolabs Group Holdings Limited) |
Inter-company transactions, balances and unrealized gains on transactions between the subsidiaries are eliminated upon consolidation. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.
Segment information
The Company has one reportable segment incorporating ViraxClear, a diagnostic medical device distributor, ViraxVet, a veterinary medical device distributor, and ViraxImmune, a T-Cell In Vitro diagnostic device and wellness mobile application developer. The chief operating decision maker is responsible for allocating resources and assessing performance and obtaining financial information, including the condensed consolidated statements of profit and loss and other comprehensive loss, condensed consolidated statements of financial position and condensed consolidated statements of cash flow, about the Company as a whole.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The condensed consolidated financial statements are presented in US dollar, which is the Company’s presentation currency.
Entity |
|
Functional Currency |
Virax Biolabs Group Limited |
|
U.S. dollars |
Virax Biolabs (UK) Limited |
|
British Pound Sterling |
Virax Biolabs Limited |
|
U.S. dollars |
Virax Immune T-Cell Medical Device Company Limited |
|
U.S. dollars |
Virax Biolabs PTE. LTD |
|
U.S. dollars |
Logico Bioproducts Corp. |
|
U.S. dollars |
Shanghai Xitu Consulting Co., Ltd |
|
Renminbi |
Virax Biolabs USA Management, Inc. |
|
U.S. dollars |
Virax Biolabs Group Holdings Ltd |
|
British Pound Sterling |
Virax Biolabs FZ-LLC |
|
United Arab Emirates Dirhams |
Virax Biolabs Trading B.V. |
|
U.S dollars |
Virax Biolabs UK Operating LLC |
|
British Pound Sterling |
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentational currency are translated into the presentational currency as follows:
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are generally recognized in statements of profit and loss and other comprehensive loss.
Exchange rates
The most important exchange rates per USD 1.00 that have been used in preparing the financial statements are:
|
|
Closing rate |
|
|
Average rate |
|
||||||||||
|
|
For the Six Months Ended September 30, |
|
|
For the Six Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
British Pound |
|
|
0.820 |
|
|
|
0.895 |
|
|
|
0.796 |
|
|
|
0.831 |
|
Singapore Dollar |
|
|
1.366 |
|
|
|
1.431 |
|
|
|
1.348 |
|
|
|
1.392 |
|
Renminbi |
|
|
7.296 |
|
|
|
7.152 |
|
|
|
7.159 |
|
|
|
6.796 |
|
Revenue recognition
Revenues are generally recognized upon the transfer of control of promised products provided to the Company’s customers, reflecting the amount of consideration we expect to receive for those products. The Company enters into contracts that can include various products, which are generally capable of being distinct and accounted for as separate
performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The revenue recognition policy is consistent for sales generated directly with customers and sales generated indirectly through solution partners and resellers.
Revenues are recognized upon the application of the following steps:
The timing of revenue recognition may differ from the timing of billing our customers. The Company receives payments from customers based on a billing schedule as established in our contracts. Contract assets are recognized when performance is completed in advance of scheduled billings. Deferred revenue is recognized when billings are in advance of performance under the contract. The Company’s revenue arrangements include standard warranty provisions that our products and services will perform and operate in all material respects with the applicable published specifications, the financial impacts of which have historically been, and are expected to continue to be insignificant. Our contracts do not include a significant financing component.
The Company’s products are generally sold without a right of return, so there is no variable consideration when determining the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period if additional information becomes available.
Employee benefits
Share-based payments
The Company accounts for share-based compensation in accordance with IFRS 2 “Share-based payment” (“IFRS 2”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s condensed consolidated statement of profit and loss and other comprehensive loss, based on the acceleration method in twelve-month tranches.
The Company recognizes compensation expenses for the value of its awards granted based on the vesting attribution approach over the requisite service period of each of the awards, net of estimated forfeitures. IFRS 2 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The Company estimates the fair value of share options granted using the black-scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends.
Warrants
The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with IFRS 9, "Financial Instruments." Under IFRS 9, warrants are considered liability-classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing a variable number of shares.
If the warrants do not meet liability classification, the Company assesses the requirements that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability-classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded as a component of other income (expense), net in the statements of operations. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. As of September 30, 2023, all of the Company’s outstanding warrants are equity-classified warrants. See Note 14.
Income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction as adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax expense or credit is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Although the Company is organized as a Cayman Islands corporation, we expect in the next fiscal year the Company is likely to be subject to income and other taxes in various other jurisdictions, including the United Kingdom, China, Hong Kong and Singapore. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to (or recovered from) the tax authorities.
Deferred income 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 condensed consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable profit will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive loss, in which case the tax is also recognized in other comprehensive loss.
Impairment of assets
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in profit or loss for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use and is calculated with reference to future discounted cash flows that the asset is expected to generate when considered as part of a cash-generating unit. Assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. If an impairment subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment charge been recognized for the asset in prior years.
Leases
The Company adopted IFRS 16 ‘Leases’ with effect from April 1, 2019. IFRS 16 introduced a single lease accounting model, requiring a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. The lessee is required to recognize a right-of-use asset representing the right to use the underlying asset, and a lease liability representing the obligation to pay lease payments.
At the inception of a contract, we assess whether a contract is, or contains a lease by determining whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, we assess whether:
A right-of-use asset and corresponding lease liability are recognized on the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. In addition, the right-of-use asset is reduced by impairment losses and adjusted for certain remeasurement of the lease liabilities, if any.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the implicit interest rate in the lease. If the rate cannot be readily determined, our incremental rate of borrowing is used. The lease liability is subsequently measured at amortized cost using the effective interest method. The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in our estimate of the amount expected to be payable under a residual value guarantee, if we change our assessment of whether we will exercise a purchase, extension or termination option, or if the underlying lease contract is amended.
We have elected not to separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component.
We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods comprises cost of purchase and, where appropriate, other directly attributable costs. It excludes borrowing costs. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs necessary to make the sale.
Cash
For the purposes of presentation in the condensed consolidated statements of cash flows, cash includes cash on hand.
Accounts receivable
Accounts receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade receivables are recognized initially at fair value. The Company holds trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized cost using the
effective interest method, less provision for impairment. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. The Company's policy to establish an allowance for doubtful accounts is based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written-off when it is determined that the amounts are uncollectible.
Share capital and reserves
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds of the issue.
Accounts payables and accrued liabilities
Accounts payable and accrued liabilities are liabilities for goods and services provided to the Company prior to the end of the reporting period and which are unpaid. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method. They are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. All the accounts payable and accrued liabilities were current for the period ended September 30, 2023 and March 31, 2023.
Fair value hierarchy
Financial instruments are carried at fair value. The different levels used in measuring fair value have been defined in accounting standards as follows:
Note 3 — Critical estimates and judgments
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Company’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgments is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.
Significant estimates and judgments
The preparation of condensed consolidated financial statements and accompanying disclosures in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates include the allowance for doubtful accounts, allowance for inventory obsolescence and sales returns, lease discount rates, the useful lives of property and equipment, impairment of intangible assets, deferred tax asset valuation allowance, and valuation of stock-based compensation. Accordingly, actual results and outcomes could differ from those estimates.
Management does not consider there to be any significant judgments in the preparation of the financial statements.
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
Note 4 — Revenue from contracts with customers
Disaggregation of revenue from contracts with customers
The principal revenue activities of the Company for the six months ended September 30, 2023 and 2022 were as follows:
|
|
For the Six Months Ended September 30, |
|
|||||
Revenue categories |
|
2023 |
|
|
2022 |
|
||
Revenue from ViraxClear |
|
$ |
76,500 |
|
|
$ |
5,760 |
|
Total Revenue |
|
$ |
76,500 |
|
|
$ |
5,760 |
|
There were revenues of $76,500 and $5,760 for the six months ended September 30, 2023 and 2022, respectively. For the six months ended September 30, 2023 and 2022, 100% of the revenue derives from the Company’s ViraxClear test distribution.
Accounting policies and significant judgments
Management does not consider there to be any significant judgments or estimates in the revenue recognition for the six months ended September 30, 2023 and 2022.
Note 5 — Loss per share
|
|
For the Six Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Loss for the year attributable to Virax |
|
$ |
(2,909,652 |
) |
|
$ |
(1,443,611 |
) |
Basic loss per share attributable to Virax – Ordinary Shares |
|
|
(1.64 |
) |
|
|
(3.80 |
) |
Diluted loss per share attributable to Virax – Ordinary Shares |
|
|
(1.64 |
) |
|
|
(3.80 |
) |
Basic loss per share is calculated by dividing the (loss) profit for the year by the weighted average number of ordinary shares in issue during the financial year. This calculation takes into effect the Share Consolidation as discussed in Note 14.
Diluted loss per share
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue during the year to assume conversion of all dilutive potential ordinary shares. The Company had no dilutive shares for the six months ended September 30, 2023 and 2022. This calculation takes into effect the Share Consolidation as discussed in Note 14.
Note 6 — Cash
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Cash |
|
$ |
5,107,882 |
|
|
$ |
9,352,538 |
|
Cash for the purposes of the condensed consolidated statements of cash flow are as above. There are no cash equivalents as of September 30, 2023 and March 31, 2023.
Note 7 — VAT Receivable
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Unfiled VAT receivable |
|
$ |
116,547 |
|
|
$ |
— |
|
Filed VAT receivable |
|
|
66,814 |
|
|
|
— |
|
Total VAT receivable |
|
$ |
183,361 |
|
|
$ |
— |
|
Total VAT receivable as of September 30, 2023 consisted of $116,547 of receivable that has yet to be filed with the HM Revenues & Customs (HMRC) in the United Kingdom and $66,814 of amounts that have been filed and paid subsequent to the issuance of this report on Form 6-K. There was no VAT receivable at March 31, 2023.
Note 8 — Inventories
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Finished goods |
|
$ |
24,508 |
|
|
$ |
— |
|
Inventories |
|
$ |
24,508 |
|
|
$ |
— |
|
Inventories as of September 30, 2023 consist of ViraxVet test kits stored in a warehouse operated by a third party. There was no inventory at March 31, 2023.
Note 9 — Prepaid Expenses and Deposits
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Prepaid directors and officers insurance |
|
$ |
401,146 |
|
|
$ |
162,500 |
|
Prepaid Nasdaq fee |
|
|
16,750 |
|
|
|
35,250 |
|
Prepaid vendor products |
|
|
96,790 |
|
|
|
24,095 |
|
Deposits |
|
|
94,461 |
|
|
|
18,043 |
|
Prepaid software subscription |
|
|
43,174 |
|
|
|
10,373 |
|
Other |
|
|
3,100 |
|
|
|
31,214 |
|
Prepaid expenses and deposits |
|
$ |
655,421 |
|
|
$ |
281,475 |
|
Note 10 — Property, plant & equipment, net
|
|
Estimated Useful Life in Years |
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
|||
Lab Equipment |
|
|
5 |
|
|
$ |
483,991 |
|
|
$ |
— |
|
Capitalized Software |
|
|
5 |
|
|
|
19,338 |
|
|
|
— |
|
Computer equipment |
|
|
3 |
|
|
|
13,413 |
|
|
|
4,827 |
|
Furniture & fixtures |
|
|
5 |
|
|
|
6,276 |
|
|
|
6,277 |
|
Less: accumulated depreciation |
|
|
|
|
|
(15,855 |
) |
|
|
(11,104 |
) |
|
Total |
|
|
|
|
$ |
507,163 |
|
|
$ |
— |
|
Depreciation expense for the six months ended September 30, 2023 and 2022 was $4,750 and $0, respectively.
Note 11 — Intangible Software, net
The Company capitalizes certain costs associated with the ViraxImmune mobile application, which is still under development and has not been placed into services as of the date of this report. The Company capitalized $196,267 and $178,403 in software development costs for the six months ended September 30, 2023 and 2022, respectively.
|
|
Intangible Software |
|
|
March 31, 2023 |
|
$ |
178,403 |
|
Additions |
|
|
196,267 |
|
September 30, 2023 |
|
$ |
374,670 |
|
The following represents the details of the software development costs:
Intangible Assets Under Development |
|
Type of Intangible Asset |
|
Net Book Value |
|
|
Remaining Amortization Period |
|
ViraxImmune Mobile Application |
|
Technology |
|
$ |
374,670 |
|
|
n/a |
Impairment Review—Intangible Software, net
The Company has no intangible assets with indefinite useful lives; however, there are intangible assets under development which are not yet available for use. These capitalized costs represent elements of the underlying technology which will ultimately support the Company's future product launches. The recoverable amount of the assets have been calculated with reference to the present value of the future cash flows expected to be derived from the assets (value in use). In calculating this value, management used the following assumptions:
Based on the estimated projections, the Company believes there is no impairment at September 30, 2023.
Note 12 — Accounts payable and accrued liabilities
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Accounts payable |
|
$ |
408,617 |
|
|
$ |
159,908 |
|
Accrued bonuses |
|
|
216,060 |
|
|
|
409,706 |
|
Accrued payroll taxes |
|
|
10,412 |
|
|
|
14,000 |
|
Accrued liabilities |
|
|
8,792 |
|
|
|
121,991 |
|
Current accounts payable and accrued liabilities |
|
$ |
643,881 |
|
|
$ |
705,605 |
|
Accounts payable for the six months ended September 30, 2023 consists mostly of lab equipment purchased but unpaid. Accrued liabilities for the six months ended September 30, 2023 consists mainly of unpaid professional services. Accounts payable and accrued liabilities for the year ended March 31, 2023 consisted mainly of professional and legal fees.
Note 13 — Note Payable
On July 1, 2022, the Company entered into a note payable with a third party for the purpose of financing its Directors and Officers insurance policy. The unsecured loan at inception was $487,500 for a period of ten months with a 2.5% fixed interest rate. The note payable was fully paid off at September 30, 2023, and the balance of the note payable at
March 31, 2023 was $146,250. Interest expense for the six months ended September 30, 2023 and 2022 was $3,612 and $9,608, respectively. There was no accrued interest at September 30, 2023 and March 31, 2023.
Note 14 — Stockholder’s Equity
Share Consolidation
Beginning with the opening of trading on December 18, 2023 (see Note 18), the Company's ordinary shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol "VRAX", but under a new CUSIP number of G9495L125. The objective of the Share Consolidation was to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market. On January 4, 2024, the Company received notification that it had regained compliance with Nasdaq Marketplace Rule 5550(a)(2).
Upon the effectiveness of the Share Consolidation, every ten issued and outstanding ordinary shares with a par value of US$0.0001 each was automatically consolidated into one issued and outstanding ordinary share with a par value of US$0.001 each. No fractional shares were issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation were rounded up to the next whole number. The Share Consolidation affected all shareholders uniformly and did not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares. The Share Consolidation was approved by the Company's board of directors on November 3, 2023, and its shareholders on December 6, 2023. As such, all share and per share amounts, warrants and stock options have been given retroactive effect in the financial statements and footnotes for all periods presented.
Authorized
As of the Share Consolidation date of December 18, 2023, there are a total of 50,000,000 shares authorized. The holders of our Ordinary Shares are entitled to such dividends as may be declared by our Board of Directors subject to the Companies Act and to our memorandum and articles of association.
Ordinary Shares
On May 10, 2022, we issued 755 ordinary shares for services rendered at $26.50 per share.
On May 13, 2022, we issued 4,000 ordinary shares at $26.50 per share.
On July 25, 2022, the Company consummated its IPO of 135,000 ordinary shares, par value $0.001 per share at a price of $50.00 per share. The Company’s Registration Statement on Form F-1 (File No. 333-263694) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 18, 2022 (as amended, the “Registration Statement”) was declared effective by the Commission on June 30, 2022. In addition, on July 25, 2022, Boustead Securities, LLC, as representative of several underwriters, exercised an over-allotment option (the “Option”) in part to purchase 20,250 ordinary shares from the Company in connection with the IPO at a price of $50.00 per ordinary share.
On August 5, 2022 Boustead Securities, LLC exercised their warrants on a cashless basis in exchange for 8,620 ordinary shares.
In April 2023, an aggregate of 234,331 of the Pre-Funded Warrants issued in connection with the March PIPE were exercised, at an exercise price of $0.001 per share, and the Company issued 234,331 Ordinary Shares in accordance with the exercise.
In July 2023, pursuant to a settlement agreement between Boustead Securities LLC and the Company, the Company issued 22,500 ordinary shares to Boustead Securities LLC valued at $3.80 per share.
As of September 30, 2023, the Company had 1,811,540 ordinary shares issued and outstanding.
Warrants
The following summarizes activity related to the Company's outstanding warrants for the six months ended September 30, 2023:
|
Warrants |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Life (Years) |
|
|||
At March 31, 2023 |
|
995,306 |
|
|
$ |
17.30 |
|
|
|
6 |
|
Granted |
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
(234,331 |
) |
|
|
— |
|
|
|
— |
|
Cancelled |
|
— |
|
|
|
— |
|
|
|
— |
|
At September 30, 2023 |
|
760,975 |
|
|
$ |
8.00 |
|
|
|
5 |
|
Warrants exercisable as of September 30, 2023 |
|
760,975 |
|
|
$ |
8.00 |
|
|
|
5 |
|
Stock-based Compensation
The Company adopted the 2022 Equity Incentive Plan (the "2022 Plan") on March 15, 2022 and the 2023 Equity Incentive Plan (the "2023 Plan") on February 21, 2023, together, "the Plans". The Plans are intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to awards issued. The 2022 Plan permits the grant of options and shares for up to 131,942 ordinary shares and the 2023 Plan permits the grant of options and shares for up to 250,000. As of September 30, 2023, approximately 37,326 shares are available for issuance under the 2022 Plan and 102,250 shares are available for issuance under the 2023 Plan.
The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:
|
September 30, 2023 |
|
March 31, 2023 |
Expected volatility |
218.75% - 260.62% |
|
85.52% - 353.14% |
Expected term |
5.96 years |
|
5.00 years |
Risk-free interest rate |
3.66% - 4.21% |
|
2.60% -3.04% |
Forfeiture rate |
0.00% |
|
0.00% |
The expected volatility was determined with reference to the historical volatility of the Company’s stock. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the Federal Reserve Bank of St. Louis rate in effect at the time of grant.
In April 2023, an aggregate of 115,200 stock options with a strike price of $50.00 were modified to a strike price of $6.00 and vesting periods from two and three years were reduced to one and two years with the modification. The modification was accounted for under IFRS 2 where the entity shall recognize, as a minimum, the services received measured at the grant date fair value of the equity instruments granted, unless those equity instruments do not vest because of failure to satisfy a vesting condition (other than a market condition) that was specified at grant date. In addition, the guidance states that the entity shall recognize the effects of modifications that increase the total fair value of the share-based payment arrangement or are otherwise beneficial to the employee. According to IFRS 2, accounting for a modification to the terms of a share-based payment scheme, requires two valuations:
As the modified grants were all unvested at the time of the modification, the incremental charge is accrued in the modification period based on the amortization of outstanding shares as of the modification date, with the remaining incremental expense recognized over the period of the remaining vesting period, in line with the remaining amortization of the original fair value.
For the six months ended September 30, 2023, the Company issued stock options to purchase 197,000 shares at an average price of $5.76 with a fair value of $1,138,910. For the six months ended September 30, 2022, the Company issued stock options to purchase 117,700 shares at an average price of $21.10 with a fair value of $4,077,010. During the six months ended September 30, 2023, there were 75,834 stock options forfeited. At September 30, 2023, there were stock options outstanding of 242,367 and 167 stock options vested and exercisable. At March 31, 2023, there were no stock options vested nor exercisable.
For the six months ended September 30, 2023 and 2022, the Company recognized an expense of $86,269 and $228,978, respectively, of non-cash compensation expense (included in General and Administrative expense). Stock-based compensation expense is valued using the black-scholes method and accelerated vesting method as required in IFRS 2.
A summary of the status of the Company’s outstanding stock options as of September 30, 2023 and changes during the periods ending on that date is as follows:
|
Options |
|
|
Weighted Average Exercise Price |
|
|
Grant Date Fair Value |
|
|
Aggregate Intrinsic Value |
|
|
Weighted Average Remaining Term (Years) |
|
|||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At March 31, 2023 |
|
121,200 |
|
|
$ |
20.30 |
|
|
|
|
|
|
— |
|
|
|
9.32 |
|
|
Granted |
|
197,000 |
|
|
$ |
5.76 |
|
|
$ |
5.78 |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeiture and cancelled |
|
(75,834 |
) |
|
$ |
6.50 |
|
|
$ |
20.40 |
|
|
|
— |
|
|
|
— |
|
At September 30, 2023 |
|
242,366 |
|
|
$ |
12.80 |
|
|
$ |
42.80 |
|
|
|
— |
|
|
|
9.33 |
|
Vested and exercisable at September 30, 2023 |
|
167 |
|
|
$ |
115.50 |
|
|
|
— |
|
|
|
— |
|
|
|
8.81 |
|
Note 15 — Leases
Non-cancelable operating leases
Our three office leases consist of office spaces with lease terms between 1 to 5 years.
In May 2023, the Company entered into a lab space lease at BioCity for five rooms commencing in July 2023 and ending on June 30, 2028, with no automatic option to extend. The deposit on the lab space was GBP 4,317. This lease was subsequently modified in August 2023 and November 2023 (See Note 18) to include additional rooms at BioCity. Lease expense for the six months ended September 30, 2023 was GBP 6,219. The annual rent as of September 30, 2023 is as follows:
To June 30, 2024 |
GBP 29,895 |
To June 30, 2025 |
GBP 34,616 |
To June 30, 2026 |
GBP 36,379 |
To June 30, 2027 |
GBP 38,198 |
To June 30, 2028 |
GBP 40,108 |
In addition to the annual rent, insurance is approximately GBP 1,579 per year and service costs are approximately GBP 20,628 per year. In June 2023, the Company entered into a lab space lease at Scale Space LLP for one lab room
commencing in July 2023 for a term of two years with a break date of one year. The Company has decided not to renew this lease; therefore, the Company is treating the lease as a one-year lease. The deposit on the lab space was GBP 9,300. The monthly rent is GBP 9,300 with no other service charges.
In August 2023, the Company exited the old Shanghai lease which was a short term lease and not accounted for under IFRS 16 - Leases. The total lease expense for this lease for the six months ended September 30, 2023, was CNY 100,000. We entered into a new office space lease in Shanghai for one office room commencing in August 2023 and ending on September 30, 2024 which is accounted for under IFRS 16 - Leases. The monthly lease amount is CNY 21,600 with two months deposit and no payments due in August 2023 and September 2024. Lease expense for the six months ended September 30, 2023 was CNY 34,188. There are no other service costs associated with this lease.
Of these leases, our lab space at BioCity and office space in Shanghai are accounted for under IFRS 16 - Leases. The Scale Space lab space is not accounted for under IFRS 16 - Leases because the term of the lease is twelve months, which falls under the exemption. We currently do not have leases with residual value guarantees or leases not yet commenced to which we are committed. Lease liabilities have been measured by discounting future lease payments using our incremental borrowing rate of 15% as rates implicit in the leases were not readily determinable.
The following table summarizes our right-of-use assets activity for the six months ended September 30, 2023 and the year ended March 31, 2023 for the BioCity and Shanghai lease.
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Beginning of year |
|
$ |
— |
|
|
$ |
— |
|
Additions |
|
|
185,226 |
|
|
|
— |
|
Accumulated Depreciation |
|
|
(12,969 |
) |
|
|
— |
|
End of year |
|
$ |
172,257 |
|
|
$ |
— |
|
The following table summarizes the Company's lease liability activity for the six months ended September 30, 2023 and the year ended March 31, 2023 for the BioCity lease and Shanghai lease.
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Beginning of year |
|
$ |
— |
|
|
$ |
— |
|
Additions |
|
|
185,226 |
|
|
|
— |
|
Payment of lease liabilities |
|
|
(9,952 |
) |
|
|
— |
|
Interest expense on lease liabilities |
|
|
6,432 |
|
|
|
— |
|
End of year |
|
$ |
181,706 |
|
|
$ |
— |
|
The following table summarizes the maturity of our lease liabilities as of September 30, 2023:
|
|
September 30, 2023 |
|
|
Less than one year |
|
$ |
74,014 |
|
One to five years |
|
|
168,054 |
|
More than five years |
|
|
— |
|
Total lease payments |
|
$ |
242,068 |
|
Less: imputed interest |
|
|
(60,362 |
) |
Lease Liabilities |
|
$ |
181,706 |
|
Note 16 — Related party transactions
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
Due to Related Parties |
|
|
|
|
|
|
||
James Foster |
|
$ |
— |
|
|
$ |
89 |
|
Cameron Lee Shaw(3) |
|
|
93,462 |
|
|
|
18,207 |
|
Total due to related parties |
|
$ |
93,462 |
|
|
$ |
18,296 |
|
Related party payables for the six months ended September 30, 2023 consisted of severance and vacation payout for Cameron Shaw, the Company's former Chief Operating Officer. These amounts have subsequently been paid as of the date of this report. Related party payables for the year ended March 31, 2023 consisted of amounts owed for expense reimbursement.
|
|
Six Months Ended September 30, |
|
Salary (S) |
|
|
Bonus (S) |
|
|
Option Awards (S)(1) |
|
|
Other (S) (2) |
|
Total (S) |
|
|||||
James Foster, Chief Executive Officer |
|
2023 |
|
|
162,500 |
|
|
|
67,708 |
|
|
|
239,677 |
|
|
|
1,800 |
|
|
471,685 |
|
|
|
2022 |
|
|
85,000 |
|
|
|
56,900 |
|
|
|
155,759 |
|
|
|
— |
|
|
297,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nigel McCracken, Chief Operations Officer (4) |
|
2023 |
|
|
23,333 |
|
|
|
972 |
|
|
|
3,582 |
|
|
|
300 |
|
|
28,188 |
|
|
|
2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cameron Shaw, Chief Operations Officer (3) |
|
2023 |
|
|
150,000 |
|
|
|
— |
|
|
|
— |
|
|
|
93,462 |
|
|
243,462 |
|
|
|
2022 |
|
|
65,000 |
|
|
|
52,500 |
|
|
|
155,759 |
|
|
|
— |
|
|
273,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mark Ternouth, Chief Technical Officer (4) |
|
2023 |
|
|
60,000 |
|
|
|
25,000 |
|
|
|
59,398 |
|
|
|
— |
|
|
144,398 |
|
|
|
2022 |
|
|
30,000 |
|
|
|
15,000 |
|
|
|
38,469 |
|
|
|
|
|
83,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Jason Davis, Chief Financial Officer |
|
2023 |
|
|
150,000 |
|
|
|
62,500 |
|
|
|
154,790 |
|
|
|
12,900 |
|
|
380,190 |
|
|
|
2022 |
|
|
87,500 |
|
|
|
52,500 |
|
|
|
83,629 |
|
|
|
— |
|
|
223,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Evan Norton, Independent Director |
|
2023 |
|
|
20,000 |
|
|
|
— |
|
|
|
31,677 |
|
|
|
— |
|
|
51,677 |
|
|
|
2022 |
|
|
17,500 |
|
|
|
— |
|
|
|
10,262 |
|
|
|
— |
|
|
27,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Yair Erez, Independent Director |
|
2023 |
|
|
20,000 |
|
|
|
— |
|
|
|
31,677 |
|
|
|
— |
|
|
51,677 |
|
|
|
2022 |
|
|
17,500 |
|
|
|
— |
|
|
|
10,262 |
|
|
|
— |
|
|
27,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nelson Haight, Independent Director |
|
2023 |
|
|
20,000 |
|
|
|
— |
|
|
|
30,749 |
|
|
|
— |
|
|
50,749 |
|
|
|
2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
(1)These amounts represent the aggregate grant fair value of stock options expensed, calculated in accordance with IFRS 2 “Share-based payment". Assumptions used in the calculation of these amounts are discussed in Note 14.
(2)These amounts represent employee benefits paid on behalf of the Company such as health insurance. For Cameron Shaw, this amount consists of vacation and severance payout.
(3)Cameron Shaw departed the Company in September 2023 and is no longer an Officer or Director at September 30, 2023. All bonus and option award expense were reversed
(4)Mark Ternouth became a board member on September 1, 2023 and Nigel McCraken, the current Chief Operating Officer, joined the Company on September 1, 2023
Note 17 — Risk management overview
The Company has exposure to credit, liquidity and market risks from its use of financial instruments. This note provides information about the Company’s exposure to each of these risk, the Company’s objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these condensed consolidated financial statements.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash held with banks and other financial intermediaries.
The carrying amount of the cash represents the maximum credit exposure which amounted to $5,107,882 and $9,352,538 as at September 30, 2023 and March 31, 2023, respectively.
The Company has assessed no significant increase in credit risk from initial recognition based on the availability of funds and, the regulatory and economic environment.
Market risk
Market risk is the risk that changes in market conditions, such as commodity prices, foreign exchange rates, and interest rates, will affect the Company’s net income or the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing the Company’s returns.
Foreign exchange risk
Foreign currency exchange rate risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company does not currently use foreign exchange contracts to hedge its exposure to currency rate risk as management has determined that this risk is not significant at this point in time. As such, the Company’s financial position and financial results may be adversely affected by the unfavorable fluctuations in currency exchange rates.
At September 30, 2023 and March 31, 2023, the Company had the following monetary assets and liabilities denominated in foreign currencies:
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
|
|
Renminbi |
|
|
Renminbi |
|
||
Cash |
|
|
224,196 |
|
|
|
16,667 |
|
AP and Accrued Liabilities |
|
|
26,330 |
|
|
|
(209,270 |
) |
|
|
|
|
|
|
|
||
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
|
|
British Pound |
|
|
British Pound |
|
||
Cash |
|
|
242,204 |
|
|
|
2,421,553 |
|
AP and Accrued Liabilities |
|
|
112,141 |
|
|
|
(46,506 |
) |
|
|
|
|
|
|
|
||
|
|
September 30, 2023 |
|
|
March 31, 2023 |
|
||
|
|
Singapore Dollar |
|
|
Singapore Dollar |
|
||
Cash |
|
|
23,958 |
|
|
|
63,141 |
|
AP and Accrued Liabilities |
|
|
2,285 |
|
|
|
(8,361 |
) |
Liquidity Risk
The accompanying financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At September 30, 2023, the Company had a cash balance of $5,107,882 and current liabilities of $787,022. For the six months ended September 30, 2023, the Company had a net decrease in cash of $4,244,656. In October 2023, the Company raised approximately $1.9 million. See Note 18.
Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to research and development activities, corporate overhead and costs of being a public company. The Company believes that its existing working capital and future cash flows from operating activities will provide sufficient cash to enable the Company to meet its operating needs for the next twelve months from the issuance date of this report.
Concentration risk
There was $76,500 in revenue for the six months ended September 30, 2023 and $5,760 in revenue for the six months ended September 30, 2022. As of September 30, 2023, one customer accounted for 100% of the Company’s revenue. There was no accounts receivable from this customer as of September 30, 2023, and March 31, 2023, respectively.
Note 18 — Subsequent Events
On October 1, 2023 the Company granted 2,000 stock options to an employee with an exercise price of $3.30 and a three year vesting period.
On October 11, 2023, the “Company entered into an inducement offer letter agreement (the “Inducement Letter”) with a certain holder (the “Holder”) of 734,073 existing Series A and B preferred investment options (the “Existing Warrants”) to purchase ordinary shares (the “Ordinary Shares”) of the Company. The Existing Warrants were issued on March 10, 2023 and each has an exercise price of $8.0202 per share.
Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 734,073 Ordinary Shares of the Company at a reduced exercise price of $2.934 per share in consideration for the Company’s agreement to issue new warrants to purchase Ordinary Shares (the “New Warrants”), as described below, to purchase up to 1,468,145 of the Company’s Ordinary Shares with an exercise price of $2.924 (the “New Warrant Shares”). The Company received aggregate net proceeds of approximately $1.9 million from the exercise of the Existing Warrants by the Holder, after deducting placement agent fees and other offering expenses payable by the Company. The Company issued 200,000 shares on October 11, 2023 and 184,072 shares on December 27, 2023 and is holding 350,001 in abeyance.
In addition, the Company issued warrants (“Placement Agent Warrants”) to the Placement Agent, or its designees, to purchase up to an aggregate of 51,385 Ordinary Shares, which Placement Agent Warrants shall be in the form of the New Warrants, except that the Placement Agent Warrants shall have an exercise price of $3.6675 per share.
In November 2023, the Company signed a new modification for the BioCity lab lease for additional rooms. The amended annual rent amounts are as follows:
To June 30, 2024 |
GBP 47,097 |
To June 30, 2025 |
GBP 49,452 |
To June 30, 2026 |
GBP 51,924 |
To June 30, 2027 |
GBP 54,521 |
To June 30, 2028 |
GBP 57,247 |
Beginning with the opening of trading on December 18, 2023, the Company's ordinary shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol "VRAX", but under a new CUSIP number of G9495L125. The objective of the Share Consolidation was to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market. On January 4, 2024, the Company received notification that it had regained compliance with Nasdaq Marketplace Rule 5550(a)(2).
Upon the effectiveness of the Share Consolidation, every ten issued and outstanding ordinary shares with a par value of US$0.0001 each was automatically consolidated into one issued and outstanding ordinary share with a par value of US$0.001 each. No fractional shares were issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation were rounded up to the next whole number. The Share Consolidation affected all shareholders uniformly and did not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares. The number of shares issued for this treatment was 28,287 shares. The Share Consolidation was approved by the Company's board of directors on November 3, 2023, and its shareholders on December 6, 2023. As such, all share and per share amounts, warrants and stock options have been given retroactive effect in the financial statements and footnotes for all periods presented.