Celyad Oncology SA
Financial and Operating Results
On September 4, 2023, Celyad Oncology SA (the “Company”) issued a press release announcing its financial and operating results for the first half of 2023. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and a copy of the Company’s interim financial report for the first half of 2023 is attached hereto as Exhibit 99.2. Exhibits 99.1 and 99.2 are incorporated herein by reference.
The information contained in this Current Report on Form 6-K, including Exhibits 99.1 and 99.2, except for the quote of Georges Rawadi contained in Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-248464) and S-8 (File No. 333-220737).
EXHIBITS
Exhibit | Description | |
99.1 | Press release issued by the registrant on September 4, 2023 | |
99.2 | Interim Financial Report issued by the registrant on September 4, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CELYAD ONCOLOGY SA | ||||||
Date: September 4, 2023 | By: | /s/ Georges Rawadi | ||||
Georges Rawadi | ||||||
Chief Executive Officer |
Exhibit 99.1
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Press Release - Regulated Information |
Celyad Oncology Reports First Half 2023 Financial
Results and Recent Business Highlights
| Georges Rawadi was appointed Chief Executive Officer as from April 27, 2023 |
| Celyad Oncology has received approximately EUR 9.8m in private placement commitments from historical shareholders |
| Encouraging progress in multiplex shRNA platform development, which allows now targeting of up to four genes simultaneously, were presented at international meetings |
| In vitro validation of NKG2D-based multi-specific CAR T-cell platform with a first candidate targeting both NKG2D ligands and CD19 was also presented |
Mont-Saint-Guibert, Belgium; September 4, 2023, 10:00 pm CET; regulated information Celyad Oncology (Euronext: CYAD) (the Company or Celyad Oncology), today announces its financial results and recent business developments for the first half year, ended June 30, 2023.
Celyad Oncology is now fully focused on maximizing the potential of its proprietary technology platforms and intellectual property, enabling the Company to be at the forefront of developing next-generation CAR T-cell therapies. We are eager to see the impact of our research efforts on the future of CAR T-cell treatments, with the goal to broaden the range of cancer indications and tackle the main limitations of current CAR T-cell therapies commented Georges Rawadi, Celyad Oncologys Chief Executive Officer.
First Half 2023 and recent corporate highlights:
| Georges Rawadi was appointed Chief Executive Officer of the Company as from April 27, 2023. Georges Rawadi is a seasoned executive with over 20 years of experience in pharma/biotech, as research director, business developer, CEO, and board member. He also has insightful knowledge of both the company and the CAR-T space as he spent four years at Celyad Oncology (2014-2018) as Vice-President Business Development & Intellectual Property (BD & IP). Georges Rawadi has a genuine passion for seeking and creating new business opportunities. |
| On May 5th, 2023, the Company announced voluntary delisting of its American Depositary Shares representing ordinary shares (ADSs) from the Nasdaq Global Market. Delisting was effective as of July 20, 2023. The Company continues to be listed on Euronext Brussels and Euronext Paris. |
| On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to 9.8 million in 2 tranches: |
| A first tranche of 2.0 million was disbursed in the context of authorized capital as of September 4, 2023; and |
| A second tranche to be subscribed by Fortress is subject to the approval by the extraordinary shareholders meeting. Following this private placement, the Company believes that its existing cash and cash equivalents should be sufficient, based on the current scope of activities, to fund operating expenses and capital expenditure requirements into the end of the fourth quarter of 2024. |
First Half 2023 and recent operational highlights:
| Short hairpin ribonucleic acid (shRNA) non-gene edited technology During this first half of 2023, we have collected and presented data validating our shRNA multiplexing approach: |
| We developed a micro-RNA (miRNA)-based multiplex shRNA platform designed for easy, efficient, and tunable downregulation of up to four target genes simultaneously; |
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Press Release - Regulated Information |
| We showed that the downregulation of each target gene could be fine-tuned, from a moderate downregulation up to a functional knock-out, without the need of gene editing thereby avoiding associated potential safety issues; |
| The plug-and-play design of our platform is designed to allow swapping of each target sequence without affecting the performance of the technology and streamlining of the generation of engineered adoptive T-cell therapies; |
| To demonstrate the effectiveness of our approach, we have been able to simultaneous knock-down in CAR T-cells several genes involved in different cellular processes such as alloreactivity (CD3z), cell persistence (b2M, CIITA), T-cell exhaustion (PD-1, LAG-3), or ligand-induced apoptosis (CD95); |
| Data were presented at the World Oncology Cell Therapy Congress in Boston, US (April 25-26, 2023) and at the CAR-TCR Summit in Boston, US (August 29 September 1). |
| NKG2D-based CAR T-cells and multi-specific CAR T-cell platform During this first half of 2023, we have published data validating our NKG2D-based CAR T-cell approach and presented data from our multi-specific CAR T-cell platform: |
| Results from 16 patients treated in the dose-escalation segment of the hematological arm of the Phase I THINK trial were published in The Lancet Haematology Journal (Lancet Haematol. 2023 Mar;10(3):e191-e202) and provided proof-of-concept for targeting NKG2D ligands (NKG2DL) with CAR T-cell therapy; |
| We have developed different CD19/NKG2DL multi-specific CAR T-cells, utilizing both tandem and dual NKG2D-based CARs that encompass the extracellular domain of the natural NKG2D receptor fused to an anti-CD19 scFv, or co-expressed with an anti-CD19 CAR, respectively; |
| The majority of our CD19/NKG2DL multi-specific CAR T-cell candidates were able to secrete cytokines, proliferate, and eliminate acute lymphoblastic leukemia tumor cells lacking the CD19 antigen in vitro. Interestingly, some of these multi-specific CAR T-cells displayed a better in vitro functionality against wild-type leukemia tumor cells expressing the CD19 antigen as compared to CD19-specific single targeting CAR T-cells, highlighting the potential of our approach against both CD19 positive and CD19 negative cancer cells; |
| First in vivo data suggest that our CD19/NKG2DL multi-specific CAR T-cell candidates have an enhanced anti-tumor efficacy against heterogeneous lymphoma tumors as compared to currently existing treatment options; |
| We are currently developing several NKG2D-based multi-specific CAR T-cells for the treatment of diverse solid cancers where there is ahigh heterogeneity in antigen expression; |
| Data were presented at the Immuno-Oncology Summit Europe 2023 held in London, UK (June 20-22, 2023). |
Upcoming anticipated milestones
| More data and evidence in the context of the multi-specific CAR platform and shRNA multiplexing approach in H2 2023, with the aim of a clinical evaluation of assets and initiation of clinical trials either by the Company and/or through strategic partnerships afterwards; |
| Relocation, in H2 2023, into a new research facility which fits better its current needs after the strategic shift. The Company will remain headquartered at the Axis Parc, Mont-Saint-Guibert, Belgium but with its new business location at Dumont 9. |
Upcoming Conferences
| The Company will take part in the 4th International Conference on Lymphocyte Engineering (ICLE) in Munich (September 12-14) and the annual congress of the Society for Immunotherapy of Cancer (SITC) in San Diego (November 1-5), as well at several business conferences in the second half of 2023. |
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Press Release - Regulated Information |
First Half 2023 Financial Results
Key financial figures for the first half of 2023, compared with the first half of 2022 and full year 2022, are summarized below:
Selected key financial figures ( millions) |
Half Year 30 June 2023 |
Half Year 30 June 2022 |
Full Year 31 December 2022 |
|||||||||
Revenue |
| | | |||||||||
Research and development expenses |
(2.1 | ) | (10.5 | ) | (18.9 | ) | ||||||
General and administrative expenses |
(3.7 | ) | (6.2 | ) | (10.5 | ) | ||||||
Change in fair value of contingent consideration |
| 1.1 | 14.7 | |||||||||
Impairment of Oncology intangible assets |
| | (35.1 | ) | ||||||||
Other income/(expenses) |
2.1 | 1.6 | 9.0 | |||||||||
Operating loss |
(3.7 | ) | (14.1 | ) | (40.9 | ) | ||||||
Loss for the period/year |
(3.7 | ) | (14.1 | ) | (40.9 | ) | ||||||
Net cash used in operations |
(8.3 | ) | (16.3 | ) | (28.0 | ) | ||||||
Cash and cash equivalents |
5.0 | 14.4 | 12.4 |
The Companys license and collaboration agreements generated no revenue in the first half of 2023 similar to the first half of 2022.
The Research and Development (R&D) expenses have decreased primarily due to the Companys decision to discontinue some of preclinical programs and manufacturing and clinical study activities after the Companys decision to adopt and implement a new business strategy. Furthermore, there has been a decrease of employee expenses and related travel costs which is mainly related to headcount reduction through 2022, to support the Groups reorganization around preclinical and clinical programs, as well as a decrease of the expenses associated with share-based payments (non-cash expenses) related to the warrant plan offered to the Companys employees, managers and directors.
General and Administrative (G&A) expenses were 3.7 million in 2023 as compared to 6.2 million in 2022. This decrease is primarily related to lower insurances costs, the decrease of employee expenses due to headcount reduction and management changes through 2022 to support the Companys reorganization and the decrease of the expenses associated with the share-based payments (non-cash expenses) related to the warrants plan offered to the Companys employees, managers and directors.
As of June 30, 2023, there was no change in fair value of the contingent consideration and other financial liabilities as Management has determined that there have been no event (such as a firm sublicense or collaboration contract) that increases the probability of the projected future cash outflow due to Celdara Medical, LLC and Dartmouth College, indicating that the probability is remote, similar to December 31, 2022.
Regarding the other income/other expenses, the Company recorded 2.1 million in net other income for the first half of 2023 compared to a net other income of 1.6 million for the first half of 2022. The net other income for the first half of 2023 is primarily due to the gain on the sale of certain fixed assets to Cellistic for 1.1 million and grant income from the Walloon Region of 0.8 million.
Net loss was 3.7 million, or (0.17) per share, for the first half of 2023 compared to a net loss of 14.1 million, or (0.62) per share, for the same period of 2022.
Net cash used in operations, was 8.3 million for the first half of 2023 compared to 16.3 million for the first half of 2022. The decrease of 8.0 million is primarily driven by the sale of the manufacturing activities in 2022 combined with global decrease on preclinical and clinical activities, insurance costs, headcount, management changes costs and associated impact on the change in working capital.
As of June 30, 2023, the Company had cash and cash equivalents of 5.0 million. No capital increase has occurred in the first half of 2023.
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Press Release - Regulated Information |
As of June 30, 2023, the total number of basic shares outstanding were 22.6 million similar to December 31, 2022.
Conference Call and Webcast Details
A conference call will be held on Tuesday 5th of September at 1:00 p.m. CET / 7:00 a.m. EDT discuss half year 2023 financial results and provide an update on the Companys recent changes and upcoming milestones.
Participants may access the conference call by dialing +1-877-407-9716 or +1-201-493-6779 (United States, International), +32 (0) 800-73-904 (Belgium Fixed) or +32 (0) 800-73-566 (Belgium Mobile). Participants may ask for instant telephone access to the event via the Call me link or attend the conference live webcast.
Archived recording will be available in the Events section of the Celyad website after the event.
Financial Calendar 2023
| November 9th, 2023 Third Quarter 2023 Business Update |
The financial calendar is communicated on an indicative basis and may be subject to change.
About Celyad Oncology
Celyad Oncology is a cutting-edge biotechnology company dedicated to pioneering the discovery and advancement of revolutionary technologies for chimeric antigen receptor (CAR) T-cells. Its primary objective is to unlock the potential of its proprietary technology platforms and intellectual property, enabling to be at the forefront of developing next-generation CAR T-cell therapies. By fully leveraging its innovative technology platforms, Celyad Oncology aims to maximize the transformative impact of its candidate CAR T-cell therapies and redefine the future of CAR T-cell treatments. Celyad Oncology is based in Mont-Saint-Guibert, Belgium. For more information, please visit www.celyad.com.
Forward-looking statements
This release may contain forward-looking statements, within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding beliefs about and expectations for the Companys updated strategic business model, including associated potential benefits, transactions and partnerships, statements regarding the potential value of the Companys IP, and statements regarding the continuation of the Companys existence. The words will, potential, continue, target, project, should and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on managements current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties and important factors which might cause actual events, results, financial condition, performance or achievements of Celyad Oncology to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks related to the material uncertainty about the Companys ability to continue as a going concern; the Companys ability to realize the expected benefits of its updated strategic business model; the Companys ability to develop its IP assets and enter into partnerships with outside parties; the Companys ability to enforce its patents and other IP rights; the possibility that the Company may infringe on the patents or IP rights of others and be required to defend against patent or other IP rights suits; the possibility that the Company may not successfully defend itself against claims of patent infringement or other IP rights suits, which could result in substantial claims for damages against the Company; the possibility that the Company may become involved in lawsuits to protect or enforce its patents, which could be expensive, time-consuming, and unsuccessful; the Companys ability to protect its IP rights throughout the world; the potential for patents held by the Company to be found invalid or unenforceable; and other risks identified in Celyad Oncologys U.S. Securities and
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Press Release - Regulated Information |
Exchange Commission (SEC) filings and reports, including in the latest Annual Report on Form 20-F filed with the SEC and subsequent filings and reports by Celyad Oncology. These forward-looking statements speak only as of the date of publication of this document and Celyad Oncologys actual results may differ materially from those expressed or implied by these forward-looking statements. Celyad Oncology expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.
Investor Contact: | Media Contact: | |
David Georges VP Finance and Administration investors@celyad.com |
Caroline Lonez R&D Communications and Business Development communications@celyad.com |
Source: Celyad Oncology SA
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Press Release - Regulated Information |
Celyad Oncology SA
Interim Consolidated Statement of Comprehensive Income (Unaudited)
(000) | For the Six-month period ended June 30, 2023 |
For the Six-month period ended June 30, 2022 |
||||||
Revenue |
44 | | ||||||
Cost of sales |
(44 | ) | | |||||
Gross profit |
| | ||||||
Research and Development expenses |
(2 139 | ) | (10 527 | ) | ||||
General & Administrative expenses |
(3 665 | ) | (6 245 | ) | ||||
Change in fair value of contingent consideration |
| 1 128 | ||||||
Other income |
2 123 | 1 781 | ||||||
Other expenses |
(64 | ) | (214 | ) | ||||
Operating Loss |
(3 745 | ) | (14 077 | ) | ||||
Financial income |
26 | 148 | ||||||
Financial expenses |
(21 | ) | (127 | ) | ||||
Loss before taxes |
(3 740 | ) | (14 056 | ) | ||||
Income taxes |
| | ||||||
Loss for the period |
(3 740 | ) | (14 056 | ) | ||||
Basic and diluted loss per share (in ) |
(0.17 | ) | (0.62 | ) | ||||
|
|
|
|
|||||
Other comprehensive income/(loss) |
||||||||
Items that will not be reclassified to profit and loss |
| | ||||||
Remeasurement of post-employment benefit obligations, net of tax |
| | ||||||
Items that may be subsequently reclassified to profit or loss |
(1 | ) | (9 | ) | ||||
Currency translation differences |
(1 | ) | (9 | ) | ||||
Other comprehensive income / (loss) for the period, net of tax |
(1 | ) | (9 | ) | ||||
|
|
|
|
|||||
Total comprehensive loss for the period |
(3 741 | ) | (14 065 | ) | ||||
Total comprehensive loss for the period attributable to Equity Holders |
(3 741 | ) | (14 065 | ) | ||||
|
|
|
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Press Release - Regulated Information |
Celyad Oncology SA
Interim Consolidated Statement of Financial Position (Unaudited)
(000) | June 30, 2023 |
December 31, 2022 |
||||||
NON-CURRENT ASSETS |
4 484 | 4 891 | ||||||
Goodwill and Intangible assets |
645 | 864 | ||||||
Property, Plant and Equipment |
848 | 309 | ||||||
Non-current Grant receivables |
2 782 | 3 454 | ||||||
Other non-current assets |
209 | 264 | ||||||
CURRENT ASSETS |
7 694 | 14 825 | ||||||
Trade and Other Receivables |
879 | 1 118 | ||||||
Current Grant receivables |
1 217 | | ||||||
Other current assets |
622 | 1 017 | ||||||
Short-term investments |
| | ||||||
Cash and cash equivalents |
4 976 | 12 445 | ||||||
Assets held for sale |
| 245 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
12 178 | 19 716 | ||||||
|
|
|
|
|||||
EQUITY |
1 019 | 4 317 | ||||||
Share Capital |
78 585 | 78 585 | ||||||
Share premium |
6 317 | 6 317 | ||||||
Other reserves |
35 242 | 34 800 | ||||||
Capital reduction reserve |
234 562 | 234 562 | ||||||
Accumulated deficit |
(353 687 | ) | (349 947 | ) | ||||
NON-CURRENT LIABILITIES |
5 067 | 4 973 | ||||||
Lease liabilities |
351 | 118 | ||||||
Recoverable Cash advances (RCAs) |
4 486 | 4 584 | ||||||
Contingent consideration payable and other financial liabilities |
| | ||||||
Post-employment benefits |
13 | 13 | ||||||
Other non-current liabilities |
217 | 258 | ||||||
CURRENT LIABILITIES |
6 092 | 10 426 | ||||||
Lease liabilities |
185 | 137 | ||||||
Recoverable Cash advances (RCAs) |
763 | 437 | ||||||
Trade payables |
3 411 | 4 752 | ||||||
Other current liabilities |
1 733 | 5 100 | ||||||
|
|
|
|
|||||
TOTAL EQUITY AND LIABILITIES |
12 178 | 19 716 | ||||||
|
|
|
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Forward-looking statements |
2 | |||||
1. |
Interim Management Report | 4 | ||||
1.1 |
Management’s discussion and analysis of financial condition and results of operations | 4 | ||||
1.2 |
Risks and uncertainties | 12 | ||||
2. |
Unaudited Condensed Consolidated Interim Financial Statements – Six-month period ended June 30, 2023 |
14 | ||||
2.1 |
Unaudited interim consolidated statement of Financial Position | 14 | ||||
2.2 |
Unaudited interim consolidated statement of comprehensive income | 15 | ||||
2.3 |
Unaudited interim consolidated statement of changes in equity | 16 | ||||
2.4 |
Unaudited interim consolidated statement of cash flows | 17 | ||||
2.5 |
Notes to the unaudited condensed consolidated interim financial statements – Six-month period ended June 30, 2023 |
18 | ||||
2.5.1 |
General Information |
18 | ||||
2.5.2 |
Basis of preparation and significant accounting policies |
18 | ||||
2.5.3 |
Segment reporting |
20 | ||||
2.5.4 |
Off-Balance Sheet Commitments |
21 | ||||
2.5.5 |
Capital Expenditures |
21 | ||||
2.5.6 |
Results of Operations |
21 | ||||
2.5.7 |
Liquidity and capital resources |
26 | ||||
2.5.8 |
Goodwill and Intangible assets |
27 | ||||
2.5.9 |
Non-current trade receivables and other non-current assets |
28 | ||||
2.5.10 |
Trade and Other receivables |
28 | ||||
2.5.11 |
Short-term investments and Cash and Cash equivalents |
29 | ||||
2.5.12 |
Capital and share premium |
29 | ||||
2.5.13 |
Recoverable Cash Advances |
30 | ||||
2.5.14 |
Other Non-Current liabilities |
30 | ||||
2.5.15 |
Trade payables and other current liabilities |
31 | ||||
2.5.16 |
Financial Instruments fair values disclosures |
31 | ||||
2.5.17 |
Leases |
33 | ||||
2.5.18 |
Related party transactions |
34 | ||||
2.5.19 |
Subsequent events |
35 | ||||
3. |
Responsibility Statement | 36 | ||||
4. |
Financial Calendar & Celyad Oncology Contact Details | 37 |
1. |
Interim Management Report |
1.1 |
Management’s discussion and analysis of financial condition and results of operations |
• | The development of CAR T-cells based on targets expressed in a vast majority of tumor indicationsT-cell product candidates based on the natural killer group 2D (NKG2D), a receptor that is expressed on natural killer (NK) and T-cells and binds to eight stress-induced ligands broadly expressed on tumor cells in most solid tumors and hematological malignancies. Two autologous product candidates, CYAD-01 and CYAD-02, and the allogeneic counterpart of CYAD-01, CYAD-101, have been evaluated in clinical trials between 2016 and 2022 to provide proof-of-concept T-cells with the goal to overcome the immune escape often seen with classical single-target approaches. In parallel, we are developing CAR T-cell candidates targeting B7-H6, which is a ligand of another receptor expressed on NK cells, namely NKp30. |
• | The development of a proprietary non-gene editing technology platform based on multiplexing of short hairpin ribonucleic acid (shRNAs)-derived sequences non-coding RNAs that downregulate gene expression post-transcriptionally. This downregulation allows for effective silencing of specific targets, without gene manipulation. Proof-of-concept T-cell candidates including: i) an allogeneic BCMA-targeting CAR T-cell candidate (CYAD-211), where the propriety technology was used to target CD3z to knock-down the TCR complex, and ii) an autologous NKG2D-based CAR T-cell candidate (CYAD-02), where the propriety technology was used to target the NKG2D ligands (NKG2DL) MICA/B to prevent cell fratricide and improve cell persistence. |
• | In addition, the Company has compiled a fundamental and broad Intellectual Property (IP) portfolio |
• | Georges Rawadi was appointed as Chief Executive Officer of the Company as from April 27, 2023. Georges Rawadi is a seasoned executive with over 20 years of experience in pharma/biotech, as research director, business developer, CEO, and board member. He also has insightful knowledge of both the company and the CAR-T space as he spent four years at Celyad Oncology (2014-2018) as Vice-President Business Development & Intellectual Property (“BD & IP”). Georges Rawadi has a genuine passion for seeking and creating new business opportunities. |
• | On May 5, 2023, the Company announced voluntary delisting of its American Depositary Shares representing ordinary shares (“ADSs”) from the Nasdaq Global Market. The Company continues to be listed on Euronext Brussels and Euronext Paris. |
• | On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to €9.8 million (whose €2.0 million related to the first tranche has been already proceeded as of September 4, 2023). The Company intends to use net proceeds from the private placement to fund the development of its innovative CAR-T cell targets, accelerate the deployment of proprietary CAR-T cell engineering and further fortify its valuable intellectual property portfolio, its operations in Research & Development as well as its activities in IP and Business Development. The Company believes that following the close of the second tranche subscribed by Fortress which is subject to approval by the extraordinary shareholders’ meeting, its existing cash and cash equivalents should be sufficient, based on the current scope of activities, to fund operating expenses and capital expenditure requirements until the end of the fourth quarter of 2024. |
• | We developed a miRNA-based multiplex shRNA platform designed for easy, efficient, and tunable downregulation of up to four target genes simultaneously; |
• | Furthermore, we showed that the downregulation of each target gene could be fine-tuned, from a moderate downregulation up to a functional knock-out, without the need of gene editing thereby avoiding associated potential safety issues; |
• | The plug-and-play T-cell therapies; |
• | To demonstrate the effectiveness of our approach, we have been able to simultaneous knock-down in CAR T-cells several genes involved in different cellular processes such as alloreactivity (CD3z ), cell persistence (b 2M, CIITA), T-cell exhaustion (PD-1, LAG-3), or ligand-induced apoptosis (CD95); |
• | Data were presented at the World Oncology Cell Therapy Congress in Boston, US (April 25-26, 2023). |
• | Results from the hematological arm of the Phase I THINK trial have been published in The Lancet Haematology Journal (Lancet Haematol. 2023 Mar;10(3):e191-e202). |
• | Data from the 16 patients treated in the dose-escalation segment provided proof-of-concept T-cell therapy. |
• | Further development of NKG2D-based CAR T-cell therapies is warranted, potentially in combination with other treatments or through further optimization of the CAR to improve anti-tumor efficacy. |
• | We have developed different NKG2D/CD19 multi-specific CAR T-cells, utilizing both tandem and dual-NKG2D-based CARs that encompass the extracellular domain of the natural NKG2D receptor fused to, or co-expressed with an anti-CD19 CAR; |
• | The majority of our CD19/NKG2DL multi-specific CAR T-cell candidates were able to secrete cytokines, proliferate, and eliminate acute lymphoblastic leukemia tumor cells lacking the CD19 antigen in vitro T-cells displayed a better in vitro T-cells, highlighting the potential of our approach against both CD19 positive and CD19 negative cancer cells; |
• | First in vivo T-cell candidates have an enhanced anti-tumor efficacy against heterogeneous lymphoma tumors as compared to currently existing treatment options; |
• | We are currently developing several NKG2D-based multi-specific CAR T-cells for the treatment of diverse solid cancers where there is ahigh heterogeneity in antigen expression. |
• | The Company will provide additional update on its multi-specific CAR platform, shRNA multiplexing approach, and business developments in the second half of 2023; |
• | The Company aims to get its assets ready for clinical evaluation and to conduct clinical trials either by the Company and/or through strategic partnerships; |
• | The Company will take part in several international scientific and business conferences in the second half of 2023, including the CAR-TCR Summit in Boston (August 29 – September 1), the 4th International Conference on Lymphocyte Engineering (ICLE) in Munich (September 12-14) and the annual congress of the Society for Immunotherapy of Cancer (SITC) in San Diego (November 1-5); |
• | The Company anticipates fundraising in the third quarter of 2023; |
• | The Company has planned to relocate, during the second semester of 2023, into a new research facility which fits better to its current needs after the strategic shift. The Company will remain headquartered at the Axis Parc, Mont-Saint-Guibert, Belgium but with its new business location at Dumont 9. |
Selected key financial figures (€ millions) |
Half Year 30 June 2023 |
Half Year 30 June 2022 |
Full Year 31 December 2022 | |||
Revenue |
— | — | — | |||
Research and development expenses |
(2.1) | (10.5) | (18.9) | |||
General and administrative expenses |
(3.7) | (6.2) | (10.5) | |||
Change in fair value of contingent consideration |
— | 1.1 | 14.7 | |||
Impairment of Oncology intangible assets |
— | — | (35.1) | |||
Other income/(expenses) |
2.1 | 1.6 | 9.0 | |||
Operating loss 1 |
(3.7) | (14.1) | (40.9) | |||
Loss for the period/year |
(3.7) | (14.1) | (40.9) | |||
Net cash used in operations |
(8.3) | (16.3) | (28.0) | |||
Cash and cash equivalents |
5.0 | 14.4 | 12.4 |
1 |
The operating loss arises from the Company’s loss for the period before deduction of financial income, financial expenses and income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with its operating activities. |
1.2 |
Risks and uncertainties |
• | The Company may need substantial additional funding, which may not be available on acceptable terms when needed, if at all. |
• | The Company has substantial financial commitments resulting from material agreements (with Celdara Medical, The Trustees of Dartmouth College, Horizon Discovery), for which the Company will need substantial additional funding. |
• | The Company has incurred net losses in each period since its inception and anticipate that it will continue to incur net losses in the future. |
• | The Company’s product candidates and technologies are new approaches to cancer treatment that present significant challenges. |
• | The Company may face significant competition and technological change which could limit or eliminate the market opportunity for its product candidates. |
• | The Company could be unsuccessful in obtaining, maintaining or protecting its intellectual property rights for one or more of its product candidates. |
• | The Company’s patents and other intellectual property rights portfolio is relatively young and may not adequately protect its research programs and product candidates. |
• | The Company depends on intellectual property licensed from third parties and termination of any of these licenses could result in the loss of significant rights, which would harm its business. |
• | The Company may infringe on the patents or intellectual property rights of others and may face patent litigation, which may be costly and time consuming. |
• | Cell-based therapies rely on the availability of specialty raw materials, which may not be available to the Company on acceptable terms or at all. |
• | The Company relies and will continue to rely on collaborative partners regarding the development of its research programs and product candidates. |
• | The general economic impacts of the conflict in Ukraine are unpredictable and could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets. |
2. |
Unaudited Condensed Consolidated Interim Financial Statements – Six-month period ended June 30, 2023 |
2.1 |
Unaudited interim consolidated statement of Financial Position |
(€’000) |
June 30, |
December 31, |
||||||||||
Notes |
2023 |
2022 |
||||||||||
NON-CURRENT ASSETS |
4 484 |
4 891 |
||||||||||
Goodwill and Intangible assets |
2.5.8 | 645 | 864 | |||||||||
Property, Plant and Equipment |
848 | 309 | ||||||||||
Non-current Grant receivables |
2.5.9 | 2 782 | 3 454 | |||||||||
Other non-current assets |
2.5.9 | 209 | 264 | |||||||||
CURRENT ASSETS |
7 694 |
14 825 |
||||||||||
Trade and Other Receivables |
2.5.10 | 879 | 1 118 | |||||||||
Current Grant receivables |
2.5.10 | 1 217 | — | |||||||||
Other current assets |
2.5.10 | 622 | 1 017 | |||||||||
Short-term investments |
2.5.11 | — | — | |||||||||
Cash and cash equivalents |
2.5.11 | 4 976 | 12 445 | |||||||||
Assets held for sale |
— | 245 | ||||||||||
TOTAL ASSETS |
12 178 |
19 716 |
||||||||||
EQUITY |
2.3 |
1 019 |
4 317 |
|||||||||
Share Capital |
2.5.12 | 78 585 | 78 585 | |||||||||
Share premium |
2.5.12 | 6 317 | 6 317 | |||||||||
Other reserves |
2.5.12 | 35 242 | 34 800 | |||||||||
Capital reduction reserve |
2.5.12 | 234 562 | 234 562 | |||||||||
Accumulated deficit |
2.5.12 | (353 687 | ) | (349 947 | ) | |||||||
NON-CURRENT LIABILITIES |
5 067 |
4 973 |
||||||||||
Lease liabilities |
2.5.17 | 351 | 118 | |||||||||
Recoverable Cash advances (RCAs) |
2.5.13 | 4 486 | 4 584 | |||||||||
Contingent consideration payable and other financial liabilities |
2.5.16 | — | — | |||||||||
Post-employment benefits |
13 | 13 | ||||||||||
Other non-current liabilities |
2.5.14 | 217 | 258 | |||||||||
CURRENT LIABILITIES |
6 092 |
10 426 |
||||||||||
Lease liabilities |
2.5.17 | 185 | 137 | |||||||||
Recoverable Cash advances (RCAs) |
2.5.13 | 763 | 437 | |||||||||
Trade payables |
2.5.15 | 3 411 | 4 752 | |||||||||
Other current liabilities |
2.5.15 | 1 733 | 5 100 | |||||||||
TOTAL EQUITY AND LIABILITIES |
12 178 |
19 716 |
||||||||||
2.2 |
Unaudited interim consolidated statement of comprehensive income |
(€‘000) |
For the Six-month period ended June 30, |
|||||||||||
Notes |
2023 |
2022 |
||||||||||
Revenue |
2.5.6 |
44 |
— |
|||||||||
Cost of sales |
(44 | ) | — | |||||||||
Gross profit |
2.5.6 |
— |
— |
|||||||||
Research and Development expenses |
(2 139 | ) | (10 527 | ) | ||||||||
General & Administrative expenses |
(3 665 | ) | (6 245 | ) | ||||||||
Change in fair value of contingent consideration |
— | 1 128 | ||||||||||
Other income |
2 123 | 1 781 | ||||||||||
Other expenses |
(64 | ) | (214 | ) | ||||||||
Operating Loss 2 |
2.5.6 |
(3 745 |
) |
(14 077 |
) | |||||||
Financial income |
26 | 148 | ||||||||||
Financial expenses |
(21 | ) | (127 | ) | ||||||||
Loss before taxes |
2.5.6 |
) |
) | |||||||||
Income taxes |
— | — | ||||||||||
Loss for the period |
2.5.6 |
(3 740 |
) |
(14 056 |
) | |||||||
Basic and diluted loss per share (in €) |
(0.17 | ) | (0.62 | ) | ||||||||
Other comprehensive income/(loss) |
||||||||||||
Items that will not be reclassified to profit and loss |
— |
— |
||||||||||
Remeasurements of post-employment benefit obligations, net of tax |
— | — | ||||||||||
Items that may be subsequently reclassified to profit or loss |
(1 |
) |
(9 |
) | ||||||||
Currency translation differences |
(1 | ) | (9 | ) | ||||||||
Other comprehensive income / (loss) for the period, net of tax |
(1 |
) |
(9 |
) | ||||||||
Total comprehensive loss for the period |
(3 741 |
) |
(14 065 |
) | ||||||||
Total comprehensive loss for the period attributable to Equity Holders |
(3 741 |
) |
(14 065 |
) | ||||||||
2 |
The operating loss arises from the Company’s loss for the period before deduction of financial income, Financial expenses and Income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with its operating activities. |
2.3 |
Unaudited interim consolidated statement of changes in equity |
(€’000) |
Share capital (non- distributable) |
Share premium (non- distributable) |
Other reserves 2 (distributable 1 ) |
Capital reduction reserve (distributable 1 ) |
Accumulated deficit (distributable 1 ) |
Total Equity |
||||||||||||||||||
Balance as of January 1, 2022 |
78 585 |
6 317 |
33 172 |
234 562 |
(308 997 |
) |
43 639 |
|||||||||||||||||
Share-based payments |
— | — | 1 076 | — | — | 1 076 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total transactions with owners, recognized directly in equity |
— |
— |
1 076 |
— |
— |
1 076 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss for the period |
— | — | — | — | (14 056 | ) | (14 056 | ) | ||||||||||||||||
Currency Translation differences |
— | — | (9 | ) | — | — | (9 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive loss for the period |
— |
— |
(9 |
) |
— |
(14 056 |
) |
(14 065 |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of June 30, 2022 |
78 585 |
6 317 |
34 239 |
234 562 |
(323 053 |
) |
30 650 |
|||||||||||||||||
Balance as of July 1, 2022 |
78 585 |
6 317 |
34 239 |
234 562 |
(323 053 |
) |
30 650 |
|||||||||||||||||
Share-based payments |
— | — | 548 | — | — | 548 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total transactions with owners, recognized directly in equity |
— |
— |
548 |
— |
— |
548 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss for the period |
— | — | — | — | (26 879 | ) | (26 879 | ) | ||||||||||||||||
Currency Translation differences |
— | — | 13 | — | — | 13 | ||||||||||||||||||
Remeasurements of defined benefit obligation |
— | — | — | — | (15 | ) | (15 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive loss for the period |
— |
— |
13 |
— |
(26 894 |
) |
(26 881 |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2022 |
78 585 |
6 317 |
34 800 |
234 562 |
(349 947 |
) |
4 317 |
|||||||||||||||||
Balance as of January 1, 2023 |
78 585 |
6 317 |
34 800 |
234 562 |
(349 947 |
) |
4 317 |
|||||||||||||||||
Share-based payments (3) |
— | — | 443 | — | — | 443 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total transactions with owners, recognized directly in equity |
— |
— |
443 |
— |
— |
443 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss for the period |
— | — | — | — | (3 740 | ) | (3 740 | ) | ||||||||||||||||
Currency Translation differences |
— | — | (1 | ) | — | — | (1 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive loss for the period |
— |
— |
(1 |
) |
— |
(3 740 |
) |
(3 741 |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of June 30, 2023 |
78 585 |
6 317 |
35 242 |
234 562 |
(353 687 |
) |
1 019 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Pursuant to Belgian law (“BCCA”), the calculation of amounts available for distribution to shareholders, as dividends or otherwise, must be determined on the basis of the Company’s standalone non-consolidated statutory financial statements of Celyad Oncology SA prepared under Belgian GAAP, and not on the basis of IFRS consolidated financial statements. For more information, see note 2.5.12. |
(2) |
Other reserves include Share-base payment reserve, Other equity reserve from conversion of convertible loan in 2013 and Currency Translation Difference. |
(3) |
There have been no new issuance of warrants during the first semester of 2023 but the Group recognized vesting costs in continuity with previous warrants plans and taking into account the warrants granted during the six-month period ended June 30, 2023. |
2.4 |
Unaudited interim consolidated statement of cash flows |
(€‘000) |
For the Six-month period ended June 30, |
|||||||||||
Notes |
2023 |
2022 |
||||||||||
Cash Flow from operating activities |
||||||||||||
Loss for the period |
2.2 | (3 740 | ) | (14 056 | ) | |||||||
Non-cash adjustments |
||||||||||||
Goodwill and Intangibles assets - Amortization and impairment |
253 | 455 | ||||||||||
Property, plant & equipment - Depreciation |
144 | 516 | ||||||||||
Loss on disposal of Property, plant and equipment |
2.5.6 | 7 | — | |||||||||
Gain on sales of Property, plant & equipment |
2.5.6 | (1 070 |
) | — | ||||||||
Provision for onerous contract |
9 | 59 | ||||||||||
Change in fair value of contingent consideration payable and other financial liabilities |
2.5.6 | — | (1 128 | ) | ||||||||
Remeasurement of Recoverable Cash Advances (RCAs) |
2.5.6 | 20 | 66 | |||||||||
Grant income (RCAs and others) |
2.5.6 | (798 | ) | (1 449 | ) | |||||||
Share-based payment expense |
443 | 1 076 | ||||||||||
Change in working capital |
||||||||||||
Trade receivables, other (non-)current receivables |
583 | 514 | ||||||||||
Trade payables, other (non-)current liabilities |
(4 182 | ) | (2 361 | ) | ||||||||
Net cash used in operations |
(8 331 |
) |
(16 308 |
) | ||||||||
|
|
|
|
|||||||||
Cash Flow from investing activities |
||||||||||||
Acquisition of Property, Plant & Equipment |
(316 | ) | (106 | ) | ||||||||
Acquisitions of Intangible assets |
(34 | ) | — | |||||||||
Disposals of Property, Plant & Equipment |
1 315 | — | ||||||||||
Proceeds from net investment in lease |
— | 156 | ||||||||||
Proceeds from short-term investments |
— | 1 090 | ||||||||||
Net cash from/(used in) investing activities |
965 |
1 140 |
||||||||||
|
|
|
|
|||||||||
Cash Flow from financing activities |
||||||||||||
Repayments of leases |
(92 | ) | (494 | ) | ||||||||
Net proceeds from issuance of shares and exercise of warrants |
(10 | ) | (125 | ) | ||||||||
Proceeds from RCAs & other grants |
2.5.7 | — | 174 | |||||||||
Repayment of RCAs & other grants |
— | — | ||||||||||
Net cash from/(used in) financing activities |
(102 |
) |
(445 |
) | ||||||||
|
|
|
|
|||||||||
Net cash and cash equivalents at beginning of the period |
12 445 |
30 018 |
||||||||||
Change in Cash and cash equivalents |
2.5.7 | (7 468 | ) | (15 613 | ) | |||||||
Effects of exchange rate changes on cash and cash equivalents |
(1 | ) | (20 | ) | ||||||||
|
|
|
|
|||||||||
Net cash and cash equivalents at the end of the period |
4 976 |
14 385 |
||||||||||
|
|
|
|
2.5 |
Notes to the unaudited condensed consolidated interim financial statements – Six-month period ended June 30, 2023 |
2.5.1 |
General Information |
2.5.2 |
Basis of preparation and significant accounting policies |
2.5.2.1 |
Basis of preparation of Half Year Report |
2.5.3 |
Segment reporting |
• |
the immuno-oncology segment regrouping all assets developed based on the CAR T cell platform, and. |
• |
the cardiology segment, regrouping the Cardiopoiesis platform, C-Cath ez . |
For the Six-month period ended June 30, 2022 |
||||||||||||||||
€ ‘000 |
Cardiology |
Immuno-oncology |
Corporate |
Group Total |
||||||||||||
Revenue recognized at a point in time |
— | — | — | — | ||||||||||||
Revenue recognized over time |
— | — | — | — | ||||||||||||
Total Revenue |
— |
— |
— |
— |
||||||||||||
Cost of Sales |
— | — | — | — | ||||||||||||
Gross Profit |
— |
— |
— |
— |
||||||||||||
Research & Development expenses |
(268 | ) | (10 259 | ) | — | (10 527 | ) | |||||||||
General & Administrative expenses |
— | — | (6 245 | ) | (6 245 | ) | ||||||||||
Change in fair value of contingent consideration |
— | 1 128 | — | 1 128 | ||||||||||||
Net Other income/(loss) |
(74 | ) | 1 641 | — | 1 567 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Profit/(Loss) |
(342 |
) |
(7 490 |
) |
(6 245 |
) |
(14 077 |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net financial income/(loss) |
(19 | ) | (68 | ) | 108 | 21 | ||||||||||
Profit/(Loss) before taxes |
(361 |
) |
(7 558 |
) |
(6 137 |
) |
(14 056 |
) | ||||||||
Income Taxes |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Profit/(Loss) for the six-month period ended June 30, 2022 |
(361 |
) |
(7 558 |
) |
(6 137 |
) |
(14 056 |
) | ||||||||
|
|
|
|
|
|
|
|
For the Six-month period ended June 30, 2023 |
||||||||||||||||
€ ‘000 |
Cardiology |
Immuno-oncology |
Corporate |
Group Total |
||||||||||||
Revenue recognized at a point in time |
44 | — | — | 44 | ||||||||||||
Revenue recognized over time |
— | — | — | — | ||||||||||||
Total Revenue |
44 |
— |
— |
44 |
||||||||||||
Cost of Sales |
(44 | ) | — | — | (44 |
) | ||||||||||
Gross Profit |
— |
— |
— |
— |
||||||||||||
Research & Development expenses |
(355 | ) | (1 784 | ) | — | (2 139 | ) | |||||||||
General & Administrative expenses |
— | — | (3 665 | ) | (3 665 | ) | ||||||||||
Change in fair value of contingent consideration |
— | — | — | — | ||||||||||||
Net Other income/(loss) |
(16 | ) | 1 249 | 826 | 2 059 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Profit/(Loss) |
(371 |
) |
(535 |
) |
(2 840 |
) |
(3 745 |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net financial income/(loss) |
— | (8 | ) | 13 | 5 | |||||||||||
Profit/(Loss) before taxes |
(371 |
) |
(543 |
) |
(2 827 |
) |
(3 740 |
) | ||||||||
Income Taxes |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Profit/(Loss) for the six-month period ended June 30, 2023 |
(371 |
) |
(543 |
) |
(2 827 |
) |
(3 740 |
) | ||||||||
|
|
|
|
|
|
|
|
2.5.4 |
Off-Balance Sheet Commitments |
2.5.5 |
Capital Expenditures |
2.5.6 |
Results of Operations |
For the Six-month period ended June 30, |
||||||||
(€‘000) |
2023 |
2022 |
||||||
Out-licensing revenue |
— | — | ||||||
Other revenue |
44 | — | ||||||
|
|
|
|
|||||
Total |
44 |
— |
||||||
|
|
|
|
For the Six-month period ended June 30, |
||||||||
(€‘000) |
2023 |
2022 |
||||||
Employee expenses |
1 711 | 5 432 | ||||||
Preclinical study costs |
411 | 1 034 | ||||||
Depreciation |
367 | 721 | ||||||
IP filing and maintenance fees |
135 | 458 | ||||||
Rent and utilities |
133 | 323 | ||||||
Share-based payments |
66 | 212 | ||||||
Travel & Living |
34 | 76 | ||||||
Consulting fees |
5 | 126 | ||||||
Clinical study costs |
(685 | ) | 1 465 | |||||
Process development and scale-up |
— | 459 | ||||||
Others |
(38 | ) | 221 | |||||
|
|
|
|
|||||
Total R&D expenses |
2 139 |
10 527 |
||||||
|
|
|
|
• | The decrease of employee expenses mainly related to headcount reduction through the year ended December 31, 2022 to support the Group’s reorganization around preclinical and clinical programs; |
• | The decrease on clinical study costs mainly due to the Group’s decision to discontinue the development of its remaining clinical programs CYAD-02, CYAD-101 and CYAD-211 taken in December 2022 for which a provision had been recorded to cover for contractual obligations through 2023 for an amount of €2.1 million (whose €1.8 million were used during the first semester of 2023) . In relation to the closing activities of the clinical studies through the first semester of 2023, additional savings have been recognized mainly associated to the closing of sites, central labs and clinical research organization (“CRO”); |
• |
The decrease of preclinical activities after the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research in areas of expertise where it can leverage the differentiated nature of its platforms; |
• |
The decrease on IP filing and maintenance fees due to the strengthening the IP prosecution which occurred over the year 2022; |
• |
The decrease of the expenses associated with the share-based payments (non-cash expenses) related to the warrants plan offered to the employees, managers and directors, mainly related to the decrease in the fair market value of stock options issued over the previous years and the headcount reduction through the year ended December 31, 2022; |
• |
The decrease in depreciation and rent and utilities due to sale of the assets associated to the Manufacturing Business Unit included facilities and equipment, office furniture, leasehold improvements, and laboratory equipment in September 2022 and to the sale of certain fixed assets of the Group to Cellistic as of January 1, 2023, mainly associated to the Belin 2 building for which the Group executes short term lease (less than 12 months) of a part of Belin 2 building from Cellistic before moving to the new Group’s headquarter during the second semester of 2023 (see note 2.5.1); and |
• |
The decrease of process development costs, consulting fees and other costs associated with the manufacturing activities after the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research and discontinue the development of clinical programs and associated manufacturing activities. |
For the Six-month period ended June 30, |
||||||||
(€‘000) |
2023 |
2022 |
||||||
Employee expenses |
1 050 | 2 589 | ||||||
Consulting fees |
1 072 | 1 138 | ||||||
Insurances |
657 | 1 215 | ||||||
Share-based payments |
378 | 864 | ||||||
Communication & Marketing |
132 | 190 | ||||||
Travel & Living |
53 | 57 | ||||||
Rent |
44 | 32 | ||||||
Depreciation |
30 | 102 | ||||||
Others |
249 | 58 | ||||||
|
|
|
|
|||||
Total General and administrative expenses |
3 665 |
6 245 |
||||||
|
|
|
|
• | The decrease of employee expenses mainly related to headcount reduction and management changes through the year ended December 31, 2022 to support the Group’s reorganization; |
• | The decrease in insurances costs (D&O insurance principally) due to additional expenses recognized during the first semester of the year 2022, associated to previous capital raise which occurred at year-end 2021; and |
• | The decrease of the expenses associated with the share-based payments (non-cash expenses) related to the warrants plan offered to the employees, managers and directors, mainly related to the decrease in the fair market value of stock options issued over the previous years and the headcount reduction through the year ended December 31, 2022. |
For the Six-month period ended June 30, |
||||||||
(€‘000) |
2023 |
2022 |
||||||
Change in fair value of contingent consideration |
— | 1 128 | ||||||
|
|
|
|
|||||
Total Change in fair value of contingent consideration |
— |
1 128 |
||||||
|
|
|
|
• | The updated assumptions on projected revenue associated to the Group’s allogeneic CAR T program CYAD-101 for the treatment of mCRC for which the timing of the potential commercialization of the Group’s CYAD-101 program had been delayed by one year. Additionally, the addressable patient population had been reduced based on safety findings for the candidate from the CYAD-101-002 |
• | The update in discount rate (Weighted Average Cost of Capital, or WACC) used for fair value measurement purposes at June 30, 2022, which had led to an increase of the WACC; and |
• | The revaluation of the U.S. dollar against the Euro. |
For the Six-month period ended June 30, |
||||||||
(€‘000) |
2023 |
2022 |
||||||
Grant income (RCAs) |
464 | 645 | ||||||
Grant income (Other) |
334 | 804 | ||||||
R&D tax credit |
106 | 329 | ||||||
Gain on sales of Property, plant & equipment |
1 070 | — | ||||||
Other |
149 | 3 | ||||||
Total Other Income |
2 123 |
1 781 |
||||||
• | Grant income (RCAs): additional grant income has been recognized in 2023 on grants in the form of recoverable cash advances (RCAs) for contract numbered 8436. In accordance with IFRS standards, the Company has earned grants for the period amounting to €0.7 million, out of which €0.2 million is accounted for as a financial liability and the remaining €0.5 million as a grant income. The decrease compared to June 30, 2022, is mainly associated with the decrease on additional grant income recognized on the conventions due to advancement of the subsidized programs; |
• | Grant income (Others): additional grant income has been recognized in 2023 on grants received from the regional government (contract numbered 8516), not referring to RCAs and not subject to reimbursement. The decrease compared to June 30, 2022, is mainly associated with the decrease on additional grant income recognized on this convention due to advancement of the subsidized programs; |
• | R&D tax credit: the current year income decreased compared to June 30, 2022, due to lower eligible expenses on clinical activities and prioritization of discovery research in areas of expertise where it can leverage the differentiated nature of the Group’s platforms; |
• | Gain on sale of Property, plant & equipment results from the terms of the asset purchase agreement between Celyad Oncology and Cellistic under which Cellistic agreed to acquire certain fixed assets of the Group for a total consideration of €1.3 million, effective as of January 1, 2023 (see note 2.5.1). The book value of the assets sold to Cellistic was €0.2 million. As of December 31, 2022, in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, these fixed assets had been classified as non-current assets held for sale and presented in the consolidated statement of financial position as a line item entitled “Assets held for sale”; and |
• | Other income associated to cross-charge of expenses to Cellistic associated to the management of the transition phase before moving of the Group’s to its new headquarter for €0.2 million (see note 2.5.1). |
For the Six-month period ended June 30, |
||||||||
(€‘000) |
2023 |
2022 |
||||||
Remeasurement of RCAs |
20 | 66 | ||||||
Loss on disposals of Property, plant & equipment |
7 | — | ||||||
Other |
37 | 148 | ||||||
Total Other Expenses |
64 |
214 |
||||||
For the Six-month period ended June 30, |
||||||||
(€’000) |
2023 |
2022 |
||||||
Loss of the year attributable to Equity Holders |
(3 740 | ) | (14 056 | ) | ||||
Weighted average number of shares outstanding |
22 593 956 | 22 593 956 | ||||||
Earnings per share (non-fully diluted) in € |
(0.17 |
) |
(0.62 |
) | ||||
Outstanding warrants |
2 852 913 | 2 269 448 | ||||||
2.5.7 |
Liquidity and capital resources |
For the Six-month period ended June 30, |
||||||||
(€‘000) |
2023 |
2022 |
||||||
Net cash used in operations |
(8 331 | ) | (16 308 | ) | ||||
Net cash (used in)/from investing activities |
965 | 1 140 | ||||||
Net cash (used in)/from financing activities |
(102 | ) | (445 | ) | ||||
Effects of exchange rate changes |
(1 | ) | (20 | ) | ||||
Change in Cash and cash equivalents |
(7 469 |
) |
(15 633 |
) | ||||
Change in Short-term investments |
— | — | ||||||
Net cash burned over the period 3 |
(7 469 |
) |
(15 633 |
) | ||||
3 |
‘Net cash burn’ is an alternative performance measure determined by the year-on-year |
‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. The purpose of this measure by Management is to identify the level of cash available internally (excluding external sources of financing) within 12 months. |
2.5.8 |
Goodwill and Intangible assets |
As at June 30, |
As at December 31, |
|||||||
(€‘000) |
2023 |
2022 |
||||||
Goodwill |
— | — | ||||||
Oncyte In-process research and development (‘IPR&D’) |
— | — | ||||||
C-Cathez development costs |
375 | 408 | ||||||
Patents, licenses and trademarks |
237 | 456 | ||||||
Software |
33 | — | ||||||
Total Goodwill and Intangible assets |
645 |
864 |
||||||
• | Exclusive Agreement for Horizon Discovery’s shRNA Platform to develop next-generation allogenic CAR T Therapies acquired for € 0.9 million at the end of December 2018. Since acquisition, the Company capitalized milestone payments for a total amount of €0.3 million. This patent is being amortized over the remaining intellectual property protection of 20 years, with the first patent application filed in 2008. As of December 31, 2022, Management recognized a full impairment loss on the remaining value of the Horizon Discovery’s shRNA platform; and |
• | An intangible asset capitalized in January 2022 for $ 1.0 million (€0.9 million), reflecting the Group’s opportunity to explore new partnership for the C-Cathez, which is being amortized over a period of 2 years . |
2.5.9 |
Non-current trade receivables and other non-current assets |
As at June 30, |
As at December 31, |
|||||||
(€‘000) |
2023 |
2022 |
||||||
R&D Tax credit receivable |
2 782 | 3 454 | ||||||
Total Non-current Grant recevables |
2 782 |
3 454 |
||||||
Deposits |
209 | 264 | ||||||
Total Other non-current assets |
209 |
264 |
||||||
2.5.10 |
Trade and Other receivables |
As at June 30, |
As at December 31, |
|||||||
(€‘000) |
2023 |
2022 |
||||||
Trade receivables |
642 | 909 | ||||||
Advance deposits |
237 | 209 | ||||||
Total Trade and Other receivables |
879 |
1 118 |
||||||
Current Grant receivables (RCAs) |
181 | — | ||||||
Current Grant receivables (Others) |
1 036 | — | ||||||
Total Current Grant receivables |
1 217 |
— |
||||||
Prepaid expenses |
390 | 667 | ||||||
VAT receivable |
153 | 316 | ||||||
Income and other tax receivables |
79 | 34 | ||||||
Total Other current assets |
622 |
1 017 |
||||||
Total Trade receivables, current grant receivables and other current assets |
2 718 |
2 135 |
||||||
2.5.11 |
Short-term investments and Cash and Cash equivalents |
As at June 30, |
As at December 31, |
|||||||
(€‘000) |
2023 |
2022 |
||||||
Short-term investments |
— | — | ||||||
Cash at bank and on hand |
4 976 | 12 445 | ||||||
Total Short-term investments and Cash and cash equivalents |
4 976 |
12 445 |
||||||
2.5.12 |
Capital and share premium |
As at June 30, |
As at December 31, |
|||||||
(€‘000) |
2023 |
2022 |
||||||
Capital |
78 585 | 78 585 | ||||||
Share premium |
6 317 | 6 317 | ||||||
Other reserves |
35 242 | 34 800 | ||||||
Capital reduction reserve |
234 562 | 234 562 | ||||||
Accumulated deficit |
(353 687 | ) | (349 947 | ) | ||||
Total number of issued and outstanding shares |
22 593 956 |
22 593 956 |
||||||