TIDMMTFB
RNS Number : 2268X
Motif Bio PLC
27 August 2015
Motif Bio plc
("Motif" or the "Company")
Interims Results for the 6 months to 30 June 2015
27 August 2015 - Motif Bio plc (AIM: MTFB), the clinical stage
biopharmaceutical company specialising in developing novel
antibiotics, announced today its maiden interim financial results
as an AIM-listed Company.
Corporate/operational highlights:
-- On 2 April 2015, the Company completed an AIM listing raising
GBP2.8 million at 20 pence per share;
-- The U.S. Food and Drug Administration (FDA) agreed to Phase III trials of iclaprim; and
-- Motif partnered with a global leading CRO for Phase III clinical trials of iclaprim.
Financial Highlights:
-- Cash and cash equivalents as at 30 June 2015 of $2.8 million (31 December 2014: nil)
Since Period End:
-- QIDP designation granted by the FDA for iclaprim in ABSSSI and HABP;
-- Successful placing on 22 July 2015 raising GBP22 million at 50 pence per share;
-- Independent tests by JMI Laboratories showed iclaprim to be
effective in vitro against a range of Gram-positive bacteria and 16
times more potent than trimethoprim; and
-- Appointment on 15 July of Dr. Thomas M. File, and the
appointments today of Dr. Matthew Dryden, and Dr. Antoni Torres to
the Scientific Advisory Board.
Graham Lumsden, CEO of Motif Bio plc said:
"This has been a truly transformational period for Motif. In
April, the Company completed its IPO and listing on AIM raising
GBP2.8 million, which was followed by FDA approval to enter Phase
III with iclaprim and a further successful share placing in July,
which raised GBP22 million from institutional investors, enabling
Motif to proceed with its plans to conduct Phase III trials with
iclaprim. Iclaprim is a broad-spectrum antibiotic designed to be
effective against multi-drug resistant bacteria.
"Since the period end, Motif has achieved some important
milestones. In July, we received QIDP (Qualified Infectious Disease
Product) designation for iclaprim for two indications, ABSSSI
(Acute Bacterial Skin and Skin Structure Infections) and HABP
(Hospital Acquired Bacterial Pneumonia). In addition, as reported
on 24 August, JMI Laboratories' independent report showed iclaprim
to be effective in vitro against a broad range of Gram-positive
bacteria. The results showed iclaprim to be 16 times more potent
than trimethoprim, which is the only other antibacterial
dihydrofolate reductase inhibitor administered alone in today's
market.
"We continue to build value for our shareholders and are making
excellent progress with the preparations for commencing the Phase
III trials."
Chairman's Statement
I am pleased to report to shareholders today on the Company's
maiden interim financial results as an AIM-listed Company, which
covers the period of the 6 months to 30 June 2015.
Progress to Date
On 2 April 2015, Motif Bio plc successfully completed its AIM
listing raising GBP2.8 million at 20 pence per share. We were
delighted to announce on 23 June 2015, a conditional placing of 44
million new ordinary shares at a placing price of 50 pence per
ordinary share with institutional investors to raise GBP22 million.
On 22 July 2015, the FDA designated iclaprim as a Qualified
Infectious Diseases Product (QIDP) for hospital acquired bacterial
pneumonia (HABP). This satisfied the final condition of the
placing, with admission of the 44 million new ordinary shares
occurring on 27 July 2015.
Further on 22 July 2015, the Company reported that the FDA had
also designated iclaprim as QIDP for acute bacterial skin and skin
structure infections (ABSSSI), the second of two serious and life
threatening infections for which we applied for QIDP status. With
QIDP designation, iclaprim is now eligible for a total of 10 years
of market exclusivity, thus making this development an important
step in continuing to build the value of iclaprim for Motif and our
investors. The Board believes that iclaprim is the first and only
dihydrofolate reductase inhibitor to receive QIDP designation. With
the support of our investors we look forward to commencing the
Phase III trials for iclaprim and further advancing the Company's
portfolio.
Most recently, on 24 August 2015, the Company updated
shareholders on the results of an independent report from
microbiology specialists, JMI Laboratories. The report showed that
iclaprim is effective in vitro against a range of Gram-positive
bacteria, including Staphylococcus aureus, one of the key causes of
ABSSSI and HABP. The recently completed laboratory study tested
iclaprim against more than 2,000 bacterial strains, including 1,178
strains of Staphylococcus aureus collected in 2014 from patients in
the U.S.A., Europe, Asia Pacific, and Latin America. Iclaprim was
found to be 16 times more potent than trimethoprim, the only other
antibacterial dihydrofolate reductase inhibitor (DHFRi)
administered alone in today's market. The tests were conducted
according to Clinical and Laboratory Standards Institute (CLSI)
methods. CLSI develops clinical laboratory testing standards based
on input from and consensus among industry, government, and health
care professionals around the world.
After the reporting period, Motif further strengthened its
Scientific Advisory Board with the appointment of three new
advisors. As previously reported, Motif appointed Dr. Thomas File,
an internationally recognised expert in infectious diseases
including skin structure infections (SSSIs) and pneumonia. We are
pleased to announce today the additional appointments of Dr.
Matthew Dryden and Dr. Antoni Torres. Dr. Dryden is an Infectious
Diseases Specialists who serves as the Director of Infection,
Hampshire Hospitals, Winchester and University of Southampton,
United Kingdom. Dr. Dryden's research interests have been in
staphylococcal infection, the development of new antibiotics, the
management of MRSA infections, and Lyme disease in the UK. Dr.
Torres is a Pulmonologist and he currently serves as the Head of
the Respiratory Intensive Care Unit in the Department of Pneumology
and Respiratory Allergy, Clinical Institute of the Thorax, Hospital
Clinic of Barcelona. He is Professor of Medicine at the University
of Barcelona.
Addressing a Global Crisis
Resistance to antibiotics is a major global health threat.
So-called "superbugs" are developing resistance to currently
available antibiotics faster than new, effective antibiotics are
being developed. In June 2013, Dr. Margaret Chan, Director-General
of the World Health Organisation stated that, "a post-antibiotic
era means, in effect, an end to modern medicine as we know it.
Things as common as strep throat or a child's scratched knee could
once again kill. Some sophisticated interventions, like hip
replacements, organ transplants, cancer chemotherapy, and care of
preterm infants, would become far more difficult or even too
dangerous to undertake."
Outlook
Iclaprim is being designed to be administered in hospitals as an
intravenous infusion. The directors believe the most urgent need
for novel antibiotics effective against multi-drug resistant
bacteria is in the hospital setting where patients often succumb to
serious, life-threatening infections that require immediate
treatment with the best available antibiotic. In the case of HABP,
mortality rates for infected patients are currently between 20 per
cent. and 50 per cent. The directors believe that commercialisation
of hospital products can be done with fewer resources than
commercialisation in the community because there are fewer hospital
healthcare professionals to communicate with, compared to launching
and educating the larger number of primary care and general
practitioners in most countries.
This has been a truly transformational period for Motif. We
continue to build value for our shareholders and are making
excellent progress with the preparations for commencing the Phase
III trials.
Richard C.E. Morgan
Chairman
27 August 2015
Enquiries
Motif Bio plc info@motifbio.com
Graham Lumsden (Chief Executive
Officer)
Robert Bertoldi (Chief Financial
Officer)
www.motifbio.com
Zeus Capital Limited (Nominated +44 (0) 207
Advisor and Broker) 533 7727
Phil Walker / John Treacy
Dominic Wilson
Northland Capital Partners Limited +44 (0) 20
(Broker) 7382 1100
Patrick Claridge/David Hignell
John Howes/Mark Treharne (Broking)
Plumtree Capital Limited (Financial
Advisor) +44 (0) 207
Stephen Austin 183 2493
+49 (0) 89
MC Services AG (Public Relations) 210 2280
Raimund Gabriel +44 (0) 207
Shaun Brown 148 5998
Yellow Jersey PR Limited (Investor
Relations) +44 (0) 7768
Dominic Barretto/Charles Goodwin 537 739
Notes to Editors:
Motif is a clinical stage biopharmaceutical company, which
specialises in developing novel antibiotics designed to be
effective against serious and life-threatening infections caused by
multi-drug resistant bacteria
Iclaprim is being developed for the treatment of the most common
and serious bacterial infections such as acute bacterial skin and
skin structure infections (ABSSSI) and hospital acquired bacterial
pneumonia (HABP), including those caused by resistant strains such
as MRSA (methicillin-resistant Staphylococcus aureus) and MDRSP
(multi-drug resistant Streptococcus pneumoniae) that have become
prevalent in patients in both the community and hospital
settings.
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The Company is in discussions with pharmaceutical companies and
universities to build a pipeline of innovative antibiotics
targeting Gram positive and Gram negative bacteria.
Motif Bio plc
Condensed consolidated statement
of comprehensive income
For the six months
ended 30 June 2015
Pro-forma
Unaudited Audited Pro-forma
Notes Six months Six months Audited
ended ended Year ended
30 June 30 June 31 December
2015 2014 2014
------------ ----------- ------------
Continuing operations US $ US $ US $
Revenue - - -
Cost of revenue - - -
------------ ----------- ------------
Gross margin - - -
General and administrative
expenses (1,083,085) (325,025) (1,096,116)
Research and development (639,101) - -
expenses
------------ ----------- ------------
Operating loss (1,722,186) (325,025) (1,096,116)
Interest income 260 - 78
Interest expense,
net (141,177) (221,092) (449,036)
Other income 5,995 - 360,060
------------ ----------- ------------
Loss before income
taxes (1,857,108) (546,117) (1,185,014)
Income tax - - (876)
------------ ----------- ------------
Net loss for the
period (1,857,108) (546,117) (1,185,890)
------------ ----------- ------------
Total comprehensive
loss for the period (1,857,108) (546,117) (1,185,890)
============ =========== ============
Loss per share
Basic and diluted
* 4 US $ (0.05) US $ (0.05) US $ (0.10)
============ =========== ============
* In accordance with IAS33 "Earnings per share", where
the entity has reported a loss for the period, the shares
are not diluted.
Motif Bio plc
Condensed consolidated statement
of financial position
At 30 June 2015
Pro-forma Pro-forma
Unaudited Audited Audited
30 June 30 June 31 December
Notes 2015 2014 2014
-------------- -------------- --------------------
US $ US $ US $
Non-current assets
Intangible assets 9 6,195,748 - -
6,195,748 - -
-------------- -------------- --------------------
Current assets
Notes receivable 12,000 - 12,000
Prepaid expenses and
other receivables 47,300 - 210,661
Cash 2,783,034 99 3,281
2,842,334 99 225,942
-------------- -------------- --------------------
Total assets 9,038,082 99 225,942
============== ============== ====================
Current liabilities
Trade and other payables 1,827,982 3,872,628 4,162,946
Other interest-bearing
loans and borrowings 5 - 6,892,064 6,981,454
1,827,982 10,764,692 11,144,400
-------------- -------------- --------------------
Non-current liabilities
Other interest-bearing
loans and borrowings 5 3,550,786 - -
3,550,786 - -
-------------- -------------- --------------------
Total liabilities 5,378,768 10,764,692 11,144,400
============== ============== ====================
Net assets 3,659,314 (10,764,593) (10,918,458)
============== ============== ====================
Equity
Share capital 7 953,575 844 1,110
Share premium 6,769,256 3,692,207 3,964,455
Group reorganization
reserve 7 9,938,362 - -
Retained deficit (14,001,879) (14,457,644) (14,884,023)
Total stockholders'
equity/(deficit) 3,659,314 (10,764,593) (10,918,458)
============== ============== ====================
Motif Bio plc
Condensed consolidated statement
of changes in equity
For the six
months
ended 30 June
2015
Unaudited
Group
Share Share reorganization Retained
capital Premium reserve deficit Total
-------------- ---------------- ---------------- ------------------ ------------------
US $ US $ US $ US $ US $
Balance at 1
January
2014 844 3,692,207 - (13,969,350) (10,276,299)
Loss for the
period - - - (546,117) (546,117)
Total
comprehensive
loss for the
period - - - (546,117) (546,117)
-------------- ---------------- ---------------- ------------------ ------------------
Stock based
payments - - - 57,823 57,823
Balance at 30
June
2014 844 3,692,207 - (14,457,644) (10,764,593)
Loss for the
period - - - (639,773) (639,773)
Total
comprehensive
loss for the
period - - - (639,773) (639,773)
-------------- ---------------- ---------------- ------------------ ------------------
Issue of share
capital 211 210,373 210,584
Exercise of
share
options 55 61,875 - (28,930) 33,000
Stock based
payments - - - 242,324 242,324
Balance at 31
December
2014 1,110 3,964,455 - (14,884,023) (10,918,458)
============== ================ ================ ================== ==================
Balance at 1
January
2015 1,110 3,964,455 - (14,884,023) (10,918,458)
Loss for the
period - - - (1,857,108) (1,857,108)
Total
comprehensive
loss for the
period - - - (1,857,108) (1,857,108)
-------------- ---------------- ---------------- ------------------ ------------------
Transfer (1,110) (3,964,455) 3,965,565 - -
Issue of share
capital 3,706 70,407 - - 74,113
Group
reorganisation 544,378 - 5,972,797 - 6,517,175
Issue of share
capital
net of issue
costs 405,491 6,698,849 - 7,104,340
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Issue of
warrants
issued to
acquire
assets - - - 2,340,372 2,340,372
Share-based
payments - - - 398,880 398,880
Balance at 30
June
2015 953,575 6,769,256 9,938,362 (14,001,879) 3,659,314
============== ================ ================ ================== ==================
Motif Bio plc
Condensed consolidated statement
of cash flows
For the six months ended 30
June 2015
Pro-forma
Unaudited Audited Pro-forma
Six months Six months Audited
ended ended Year ended
30 June 30 June 31 December
2015 2014 2014
----------------- --------------------- ---------------------
US $ US $ US $
Operating activities
Operating loss for the period (1,722,186) (325,025) (1,096,116)
Adjustments to reconcile net
loss to net cash used in activities:
Stock-based payments 398,880 57,823 300,147
Interest expense (141,177) (221,092) (449,036)
Interest income 260 - 78
Other income 5,995 - 360,060
Changes in operating assets
and liabilities:
Prepaid expenses, notes receivable
and accounts receivable (47,222) - (222,661)
Accounts payable and other
accrued liabilities 213,582 367,375 657,693
Net cash used in operating activities (1,291,868) (120,919) (449,835)
----------------- --------------------- ---------------------
Taxation paid - - (876)
Financing activities
Proceeds from issuance of promissory
notes 704,210 120,974 210,364
Proceeds from issue of share
capital, net 3,367,411 - 210,584
Proceeds from exercise of options - - 33,000
Net cash provided by financing
activities 4,071,621 120,974 453,948
----------------- --------------------- ---------------------
Net change in cash 2,779,753 55 3,237
Cash, beginning of the period 3,281 44 44
Cash, end of the period 2,783,034 99 3,281
================= ===================== =====================
Motif Bio plc
Notes to the condensed consolidated financial statement
(Unaudited)
For the six months ended 30 June 2015
1. General information
Motif Bio Limited was incorporated in England and Wales on 20
November 2014 as a private company limited by shares. On 1 April
2015 the Company was re-registered as a public company limited by
shares and changed its name to Motif Bio plc. On 1 April 2015 it
became the holding company for Motif BioSciences, Inc. by way of a
group reorganisation by plan of merger (see note 10).
The condensed consolidated interim financial statements for the
six months ended 30 June 2015 are unaudited and do not constitute
statutory accounts as defined in section 434 of the Companies Act
2006.
2. Accounting policies
Basis of preparation
The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with
the recognition and measurement requirements of International
Financial Reporting Standards (IFRS), as adopted by the European
Union.
The interim financial information has been drawn up using
accounting policies and presentations expected to be adopted in the
Group's full financial statements for the year ending 31 December
2015 and consistent with those set out in Part IV of the AIM
admission document published by Motif Bio plc on 27 March 2015. The
audited pro-forma comparative information for the year ended 31
December 2014 has been extracted from the audited non-statutory
financial statements of Motif BioSciences, Inc. for the year then
ended. The auditors' report on these financial statements was
unqualified.
The interim financial information set out herein was approved
and authorised for issue by the Board of Directors of Motif Bio plc
on 26 August 2015. Copies of this financial information will be
available on the Company's website.
The condensed consolidated interim financial statements include
the accounts of Motif Bio plc and its one wholly owned subsidiary,
Motif BioSciences Inc. (the "Group"). On 1 April 2015 Motif
BioSciences Inc. became a wholly owned subsidiary of Motif Bio plc
by way of a group reorganisation effected by a plan of merger
between Motif BioSciences Inc. and Motif Acquisition Sub, Inc., a
special purpose merger subsidiary of Motif Bio plc. The comparative
financial information for the six months ended 30 June 2014 and 31
December 2014 is that of Motif BioSciences Inc. only and is
therefore pro-forma.
Research and development expenditure
Capitalisation of expenditure on drug development commences from
the point at which technical feasibility and commercial viability
of the product can be demonstrated and the Group is satisfied that
it is probable that future economic benefits will result from the
product once completed. No such costs have been capitalised to
date.
Expenditure on research and development activities that do not
meet the above criteria is charged to the Statement of
Comprehensive income as incurred.
Intangible assets
Intangible assets are stated at cost, net of any amortisation
and any provision for impairment. Where a finite useful life of the
acquired intangible asset cannot be determined, the asset is not
subject to amortisation but is tested for impairment annually or
more frequently whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. No
amortisation or impairment has been charged to date as the assets
are not yet available for commercial use.
3. Segment reporting
The chief operating decision-maker is considered to be the Board
of Directors of Motif Bio plc. The chief operating decision-maker
allocates resources and assesses performance of the business and
other activities at the operating segment level.
The chief operating decision maker has determined that Motif has
one operating segment, the development and commercialisation of
pharmaceutical formulations. All activities take place in the
USA.
4. Loss per share
Basic loss per share is calculated by dividing the loss
attributable to equity holders by the weighted average number of
shares in issue during the period. For comparative purposes, the
weighted average number of shares in issue in the six months ended
30 June 2014 and the year ended 31 December 2014 have been adjusted
to reflect the reverse stock split in the capital of Motif
BioSciences, Inc. on 13 March 2015.
In accordance with IAS 33, where the Group has reported a loss
for the period, the shares are not diluted.
Six months Six months
ended ended Year ended
30 June 30 June 31 Dec
2015 2014 2014
US$ US$ US$
----------------- ------------------- -----------------------
Loss after taxation (1,857,108) (546,117) (1,185,890)
Basic weighted average
shares in issue 40,809,623 11,751,343 12,453,312
Basic and diluted loss
per share (0.05) (0.05) (0.10)
----------------- ------------------- -----------------------
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5. Other interest bearing loans and borrowings
Other interest bearing loans
and borrowings
Six months Six months
ended ended Year ended
30 June 30 June 31 December
2015 2014 2014
US$ US$ US$
------------------------ -------------------------- ------------------------------------
Amounts due within
one year
Convertible promissory
notes - 200,000 200,000
Notes payable to
affiliates - 6,692,064 6,781,454
- 6,892,064 6,981,454
------------------------------------------------- -------------------------- ------------------------------------
Amounts due longer
than one year
Notes payable to
affiliates 3,550,786 - -
3,550,786 - -
------------------------------------------------- -------------------------- ------------------------------------
On 20 January 2015, the convertible promissory noteholders
exercised the option, conditional upon Motif Bio plc's admission on
AIM, to convert the $200,000 of convertible promissory notes and
accrued interest of $78,787 into shares of Motif BioSciences
Inc.
On 1 April 2015, Amphion Innovations plc converted US $6,000,000
of notes and accrued interest into shares of Motif BioSciences Inc.
Convertible promissory notes were issued for Amphion Innovations
plc's remaining balance of $1,471,700 and Amphion Innovations US
Inc.'s balance of US $2,079,086 that include unpaid accrued
interest and advisory and consultancy fees. The new notes which
accrue interest at the rate of 7% per annum, mature on 31 December
2016 and can be converted into ordinary shares of Motif Bio plc at
the rate of US $0.1758 per share.
In January 2015, Motif BioSciences Inc. entered into four
convertible promissory notes totaling US $704,210 as part of a
pre-Admission fundraising. Upon admission, the notes were converted
into 2,612,766 shares of Motif Bio plc. Motif Bio plc issued
499,570 warrants to the noteholders with an exercise price of 20
pence per share. The expiration date for 176,246 of the warrants is
31 December 2015 and 31 December 2016 for 323,324 of the
warrants.
6. Stock based payments
As part of the merger between Motif Acquisition Sub, Inc. and
Motif BioSciences, Inc., described at note 10, each outstanding
share option granted by Motif BioSciences, Inc. was assumed and
converted by Motif Bio plc into options to subscribe for ordinary
shares in Motif Bio plc.
Motif Bio plc adopted a Share Option Plan on 1 April 2015 that
is limited to employees of the Group. In 2015, 100,000 options were
issued under the Plan with an exercise price of GBP0.4775 per
share, expire in ten years and vest over three years.
Motif Bio plc issued 642,384 warrants to its nominated advisor,
642,384 warrants to its broker, and 82,321 warrants to a
fundraising advisor in part consideration for their participation
in the admission. The warrants have an exercise price of 20 pence
per share and expire on the fifth anniversary of admission.
7. Share capital and reserves
Allotted, called up and
full paid: Number US $
In issue at 31 December
2014 100 -
Issued:
Ordinary shares of 1p each 36,726,242 544,378
Ordinary shares of 1p each 9,805,400 145,342
Ordinary shares of 1p each 657,894 9,752
Ordinary shares of 1p each 2,612,766 38,728
Ordinary shares of 1p each 14,436,140 215,375
In issue at 30 June 2015 64,238,442 953,575
--------------------- ---------------------
Motif Bio plc was incorporated on 20 November 2014 with 100
ordinary shares of 1 pence each, which was subscribed for unpaid.
The shares were transferred upon capitalisation.
On 2 April 2015, Motif Bio plc issued 36,726,242 ordinary shares
to the Motif BioSciences Inc. shareholders as consideration for the
transfer of the entire issued common stock of Motif BioSciences
Inc. to the Company.
On 2 April 2015, Motif Bio plc issued 9,805,400 ordinary shares
to the former Nuprim shareholders as consideration for the merger
of Motif BioSciences, Inc. and Nuprim.
On 2 April 2015, Motif Bio plc issued 657,894 ordinary shares to
a creditor of Motif BioSciences Inc. in payment of the balance
due.
On 2 April 2015, Motif Bio plc issued 2,612,766 shares to the
pre-admission note holders upon conversion of the convertible
promissory notes.
On 2 April 2015, Motif Bio plc issued 14,436,140 ordinary shares
upon its admission on AIM at the price of 20 pence per share.
Share premium represents the excess over nominal value of the
fair value consideration received for equity shares net of expenses
of the share issue.
Retained deficit represents accumulated losses.
The group re-organisation reserve arose when Motif Bio plc
became the parent of the Group. The plan of merger, falling as it
does outside the scope of IFRS 3, has been accounted for as a group
re-organisation and not a business combination on a merger or
pooling of interest basis as if both entities have always been
combined, using book values, with no fair value adjustments made
nor good will recognised. The group re-organisation reserve
represents the difference between the nominal value of the shares
in Motif Bio plc issued to the former shareholders in Motif
BioSciences, Inc. to effect the plan of merger and the share
capital and share premium reserve of Motif BioSciences, Inc. at the
date of the merger.
8. Issue costs
Motif Bio plc incurred costs of US $942,164 relating to the
issue of shares in an IPO on the Alternative Investment Market. The
costs were primarily for fundraising commissions and professional
advisory fees in relation to the issue of shares. These equity
transaction costs were deducted from equity in accordance with IAS
32, Financial Instruments Disclosure and Presentation.
9. Acquisition of asset
Motif BioSciences Inc., as the result of the merger agreement
with Nuprim, Inc. acquired the exclusive rights to Nuprim's
iclaprim assets and the rights to acquire 600 kilograms of iclaprim
API over a period ending 31 December 2017. As part of the
transaction Motif BioSciences Inc. is responsible for costs and
expenses related to or arising from the transfer prices of the
iclaprim assets, including storage and delivery costs of the
physical drug supply and inventory which are due and payable after
17 October 2014 and Motif BioSciences Inc. must assume and accept
the terms and obligations arising under the Acino-LSMG agreement,
including payment obligations. Motif BioSciences Inc. is also
responsible for any third-party legal or administrative costs
incurred by Nuprim in connection with the transaction and any
obligations arising under a sale and purchase agreement between F.
Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc and Arpida Ltd., dated
1 June 2001. Motif BioSciences Inc. issued 1,513,040 (post reverse
stock split) shares of common stock to the shareholders of Nuprim
that were held in escrow until the closing of the
reorganisation. These shares of common stock in Motif
BioSciences Inc. were converted into ordinary shares in Motif Bio
plc on admission.
On 31 December 2014, Motif BioSciences finalised the merger
agreement. On admission, 9,805,400 ordinary shares of Motif Bio plc
and 9,432,033 warrants were issued to the former Nuprim
shareholders. The warrants have an exercise price of 20 pence and
expire on the date ten years from the closing date of the
transaction. In the event that Motif BioSciences Inc. fails to
advance the development of iclaprim by commencing clinical
development by 15 February 2017, the former Nuprim shareholders
have the right to acquire the iclaprim assets for a purchase price
of US $10,000.
The directors believe that the merger between Motif BioSciences
Inc. and Nuprim Inc. is unlikely to meet the definition of an
acquisition of a business as set out in IFRS 3 and is therefore
accounted for as the acquisition of an asset or a group of assets
that does not constitute a business. IFRS 3 requires that in such
cases the acquirer shall identify and recognise the individual
identifiable assets acquired (including those assets that meet the
definition of, and recognition criteria for, intangible assets in
IAS 38, Intangible Assets) and to allocate the cost of the
individual identifiable assets and liabilities on the basis of
their relative fair values at the date of purchase. Such a
transaction or event does not give rise to good will.
The fair value of the assets acquired under the merger
arrangement represent the aggregate estimated value of:
-- 11,318,439 ordinary shares in Motif Bio plc at the placing price of 20 pence per share;
-- 9,432,033 non-assignable warrants at the placing price of 20 pence per ordinary share; and
-- a milestone payment of US $500,000 expected to be paid by
Motif BioSciences Inc. to Acino upon completion of the first Phase
III trial.
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