ANNUAL REPORT 2013 This Page Is Intentionally Blank NETSCIENTIFIC PLC ANNUAL REPORT and CONSOLIDATED FINANCIAL STATEMENTS for the YEAR ENDED 31 DECEMBER 2013
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ANNUAL REPORT 2013 This page is intentionally blank NETSCIENTIFIC PLC ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 Index Overview Page ✾ Chairman’s Statement 2 Strategic Report ✾ Chief Executive’s Report 4 ✾ Strategic Report 6 ✾ Financial Review 9 Corporate Governance ✾ Board of Directors 12 ✾ Report of the Directors 15 ✾ Corporate Governance Report 19 ✾ Directors’ Remuneration Report 21 Financial Statements ✾ Report of the Independent Auditors 24 ✾ Consolidated Statement of Comprehensive Income 25 ✾ Consolidated Statement of Financial Position 26 ✾ Consolidated Statement of Changes in Equity 27 ✾ Consolidated Statement of Cash Flows 28 ✾ Notes to the Consolidated Financial Statements 29 ✾ Parent Company Financial Position 50 ✾ Notes to the Parent Company Financial Statements 51 1 Chairman’s Statement Introduction In the twelve months ended 31 December 2013, NetScientific Plc (‘the Group’) successfully completed an IPO on the AIM market of the London Stock Exchange and continued to develop its strong portfolio of innovative technology companies. During the period, the Group deployed a significant amount of its internal resource to preparing for its IPO, which culminated in the Admission of NetScientific plc to AIM in September 2013. The Group raised £30.0 million (£28.6 million net of expenses) through the issue of 18,750,000 new shares at a placing price of 160p. The market capitalisation of the Group at the placing price post fundraising was £57.4 million. The Group’s current portfolio contains six standalone subsidiaries at a more advanced stage, two of which are close to key value inflection points and are currently the primary focus of the Group. It is planned that the net proceeds of the Placing will be used to fund working capital to accelerate to the market these two leading portfolio companies, Wanda , Inc. and Vortex BioSciences, Inc., whilst developing its other core subsidiary companies and pipeline projects. Within the Group’s portfolio there are now eleven pipeline opportunities currently undergoing evaluation and development. Financial Results The loss after tax for the year ended 31 December 2013 was £4.3 million (31 December 2012: £1.5 million) Net funds held by the Group at 31 December 2013 amounted to £25.0 million and comprised cash and cash equivalents and short-term deposits of £25.5 million less long term loans of £0.5 million. NetScientific Overview NetScientific is a healthcare medical technology group that identifies, develops and commercialises research and technologies originating from leading universities, teaching hospitals and research institutes globally, particularly in the United Kingdom and the United States. The Group is primarily focused on identifying and developing research and technologies for use in five chronic disease areas within the healthcare diagnostics sector: (i) cardiovascular; (ii) liver; (iii) cancer; (iv) metabolic; and (v) digital health. The Group’s core strategy is to fund and develop translational technologies that offer transformative benefits to peoples’ lives and society through improved diagnosis, monitoring and treatment of chronic disease. Chronic diseases account for more than 70 per cent of healthcare expenses in each of the United States and the United Kingdom, according to the Centers for Disease Control and Prevention and the UK Department of Health. Accordingly, reducing the cost of diagnosing, monitoring and treating chronic disease has become one of the key challenges to the global healthcare sector. Consequently, the Directors believe the Group’s five areas of focus represent highly attractive growth markets with significant unmet medical need for technological development, and in which the Group’s management has a significant amount of experience, expertise and strong existing networks. The Directors also believe that focusing on these areas will provide the Group with a competitive advantage over private equity funds and generalised IP commercialisation companies, enabling it to create value for shareholders. Outlook After a successful 2013 and the progress in the first few months of 2014, the Board looks ahead with confidence and expects to achieve significant progress with its portfolio companies in 2014. 2 Chairman’s Statement Staff On behalf of the Board I would like to thank our staff. They have worked tirelessly to organise the Group for the AIM listing and continue the commercialisation of the Group’s portfolio. With this on-going commitment I am convinced we will achieve continued success in the coming year. Sir Richard Sykes Chairman 18 March 2014 3 Chief Executive’s Report Introduction Since our IPO in September 2013, the Group has made good progress in line with its operational and financial objectives, with cash balances in excess of budget. The Group’s key subsidiaries have been the subject of intense development, with particular focus on Wanda and Vortex. Wanda, Inc. NetScientific’s telemedicine device company is developing a major platform in Big Data Healthcare Analytics, to improve the effectiveness of remote monitoring systems deployed in chronic disease management. Wanda’s achievements in the first six months since our IPO include: • Appointed both a President and a CTO with strong backgrounds and experience in Fortune 500 companies. • Established operational headquarters in Silicon Valley and initiated the recruitment of a world-class team of engineers. • Ongoing clinical trials sponsored by the National Institute of Health (NIH) in seven California tier-1 hospitals, to complete later in 2014. Results continue to confirm statistically significant improvements in patient outcome and in reductions in re-hospitalisations, compared to conventional RMS without Wanda. • Completed pre-submission filing with FDA, with the expectation that FDA Class 1 & 2 will be achieved approximately one year from final submission. • Commenced active discussions for corporate partnership opportunities with a number of entities in Europe and the United States. Vortex BioSciences, Inc. NetScientific’s cancer diagnostics company is developing blood test cancer diagnostics by detecting, quantifying and harvesting Circulating Tumor Cells. These live CTCs offer important possibilities in advanced therapeutics and personalised medicine. The same post-IPO period has seen the following developments at Vortex: • Clinical research and validation of Vortex systems have been expanded to breast, lung, pancreas and colon cancers - enabled by accelerated development of new techniques and instrumentation. • Important clinical collaboration has started with the Stanford Cancer Centre to exploit the technology’s ability to capture live cancer cells from blood samples for improved diagnosis and prognosis. This will potentially transform the selection of treatments for patients and the development of new classes of anticancer therapeutics. • Expanded clinical collaborations with physicians at UCLA through our dedicated new research facility. Particular focus will be on the analysis and identification of lung and pancreatic tumour cells. • IP portfolio strengthened, with brand new Patent filings and Disclosures. Other Key Subsidiaries • Glycotest, Inc. has initiated collaboration with the Baruch Blumberg Institute (formerly the Institute of Hepatitis & Virus Research), a leading liver cancer research centre. This collaboration will focus on development of liver cancer diagnostic panels and clinical analytics for liver disease. • QLIDA Diagnostics, Inc. has accelerated work on its commercial prototype for smartphone-enabled cardiovascular disease diagnostics and has expanded the team, with the appointment of VP Engineering. • Glucosense Diagnostics Limited completed an initial twelve patient clinical study of its non-invasive blood glucose sensor, with encouraging results. A different clinical model will now be implemented to extend and validate these. 4 Chief Executive’s Report Other Progress and Outlook Since September, NetScientific has strengthened its operational management, adding six new senior executives across the Group - bringing additional expertise in business development and product engineering. Last month the Group announced an investment in the award-winning ProAxsis Ltd in partnership with Queen's University Belfast. ProAxsis will bring to the market novel point-of-care medical diagnostics devices to monitor patients with Cystic Fibrosis and other chronic respiratory conditions, such as Chronic Obstructive Pulmonary Disease (COPD). In summary, the Group has accelerated the development of its existing subsidiaries, added an advanced diagnostics company and made significant progress with FDA - with major new initiatives underway for 2014. Farad Azima Chief Executive Officer 18 March 2014 5 Strategic Report Business Model The Group aims to identify promising research projects and The Group has active collaborations with a number of US, technologies that have the potential to be translated from UK and European institutions and has established dialogues research laboratory to clinical and commercial application. with several other institutions that may lead to future pipeline projects. The Group provides researchers and technologists with funding and funding support, technical guidance and Key Performance Indicators (‘KPIs’) commercial expertise in return for rights over their project IP. The Board considers that the most important KPIs are non- The Group aims to develop each project and IP through the financial and relate