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European Medical Solutions

Annual Report Aug 17, 2022

3942_rns_2022-08-17_f12583db-ddf4-4ebf-9bf7-9483f8c986bd.pdf

Annual Report

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ANNUAL REPORT 2021

A listed company

CONTENTS

GENERAL Page
General information 4
Statutory auditor 7
MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
Strategic shift 8
Highlights of 2021 9
Important events after the accounting reference period 10
Financial review of the year ending December 31, 2021 11
Human resources 16
Group structure 16
Risk factors 17
Capital increases, decreases and issuance of financial instruments 17
Use of authorized capital 17
Research and development 17
Corporate governance 17
Other information 17
RISK FACTORS
Risks related to financial position 19
Risks related to third parties 21
Other risks 22
CORPORATE GOVERNANCE
Corporate governance charter 23
Board of directors 24
Committees 28
Executive management 30
Shares and shareholders 30
Internal control and risk management 35
Market abuse 36
Remuneration report 37
Conflict of interest and related parties 38

FINANCIAL STATEMENTS

41
Notes to the EU-IFRS financial statements 46
Statutory auditor's report 76
Statutory financial statements 80
OTHER
Definitions 85
Glossary 87
Financial calender 88

GENERAL

General information

Annual Report Overview

The Company has prepared its 2021 Annual Report in English and has not prepared a French translation of this Annual Report.

Availability of the Annual Report

To obtain a copy of the 2021 Annual Report, please contact:

DMS Imaging (ex ASIT Biotech) Delphine de Courson

[email protected]

This Annual Report is also available from DMS Imaging (ex ASIT Biotech) website at www.asitbiotech.com.

Forward Looking Statements

This Annual Report contains forward-looking statements and estimates made by the Company with respect to the envisaged transaction of the Company with DMS Group, anticipated future performance of DMS Imaging (ex ASIT biotech) and the market in which it operates. It is important to remind that, as at 31 December 2021, one main condition precedent, the approval of the transaction with DMS by ASIT'sShareholders' Meeting, was still to be obtained before closing and the 2021 financial statement have been prepared taking into account this incertinity. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, "believes", "anticipates", "expects", "intends", "plans", "seeks", "estimates", "may", "will", "predicts", "projects" and "continue" and similar expressions. They include all matters that are not historical facts. Such statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to predict and may depend upon factors that are beyond the Company's control. Therefore, actual results, the financial condition, performance or achievements of DMS Imaging (ex ASIT biotech), or industry results, may turn out to be materially different from any future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Factors that might cause such a difference include, but are not limited to, those discussed in the section "Risk Factors". Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of the publication of this Annual Report. DMS Imaging (ex ASIT biotech) disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in the Company's expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement, forecast or estimate is based, except to the extent required by Belgian law.

All statements are made, and all information is provided, as of the date of this Annual Report, except when explicitly mentioned otherwise.

Market and Industry Information

Information relating to markets and other industry data pertaining to the Company's business included in this Annual Report has been obtained from internal surveys, scientific publications, section association studies and government statistics. The Company accepts responsibility for having correctly reproduced information obtained from publications or public sources, and, in so far as the Company is aware and has been able to ascertain from information published by those industry publications or public sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. However, the Company has not independently verified information obtained from industry and public sources. Certain other information in this Annual Report regarding the industry reflects the Company's best estimates based on information obtained from industry and public sources. Information from Company's internal estimates and surveys has not been verified by any independent sources.

Company Information

The Company has the legal form of a company with limited liability (société anonyme/naamloze vennootschap), organised under the laws of Belgium. The Company was incorporated on May 23, 1997 for an indefinite duration. Pursuant to the provisions of the BCCA, the liability of the shareholders of the Company is in principle limited to the amount of their respective committed contribution to the capital of the Company. The Company is registered with the Crossroads Bank for Enterprises under number 460.798.795 (RLP: Liège).

The Company's registered office is located at Rue des Chasseurs Ardennais 7, 4031 Liège, Belgium. The Company's legal and commercial name was Biotech Tools until 5 August 2015 when the Company was renamed ASIT Biotech. Since the finalization of the transaction with DMS Group, in January 2022, the legal and commercial name of the Company has been changed to become DMS Imaging. As December,31, 2021, the date of the report, the Company is not part of a group of companies and does not own a stake in a subsidiary. The Company incorporated the subsidiary Biotech Tools Factory SA in 2009 but this subsidiary was liquidated on June 26, 2015. As of January 24, 2022, the Company is part of the French DMS Group and owns stakes in a number of subsidiaries (Apelem, AXS and Medilink).

The Company has filed its deed of incorporation and its restated Articles of Association and all other deeds and resolutions that are to be published in the Belgian Official Gazette (Moniteur belge) with the clerk's office of the commercial court of Liège (Belgium), where such documents are available to the public. The Company is registered with the register of legal entities of Liège under company number 0460.798.795. A copy of the most recent restated Articles of Association, the reports of the board of directors and the minutes of the shareholders' meeting are also available on the Company's website (www.asitbiotech.com).

The Company prepares annual audited and EU - IFRS financial statements. All financial statements, together with the reports of the board of directors and the statutory auditor are filed with the National Bank of Belgium, where they are available to the public. Furthermore, as a company with shares listed and admitted to trading on Euronext Brussels and Paris, the Company published an annual financial report (including its financial statements and the reports of the board of directors and the statutory auditor) and an annual announcement prior to the publication of the annual financial report, as well as a half-yearly financial report on the first six months of its financial year. Copies of these documents are available on the Company's website (www.asitbiotech.com) and STORI, the Belgian central storage platform which is operated by the FSMA and can be accessed via its website (www.fsma.be).

The Company must also disclose price sensitive information and certain other information relating to the public. In accordance with the Belgian Royal Decree of November 14, 2007 relating to the obligations of issuers of financial instruments admitted to trading on a Belgian regulated market, such information and documentation has been made or will be made available through the Company's website, press release and communication channels of Euronext Brussels.

Articles of Association

Certain content in this Annual Report is derived from the Articles of Association, which were last amended on May 26, 2020 before the end date of this report, being December 31, 2021. The content provided herein is only a summary and does not intend to provide a complete overview of the Articles of Association or the relevant provisions of Belgian law. Neither should it be considered as legal advice regarding these matters.

It is to be noted that, post closing, on January 24, 2022, the Articles of Association of the Company have been modified to reflect the new object of the Company. These modifications, realized in the course of the following financial year, have not been taken into account in the 2021 Management and Corporate Governance reports.

Corporate Purpose

The corporate purpose of the Company is set forth in Article 3 of its Articles of Association. The corporate purpose reads (in translation from the French original text and following the modification of the Company's Articles of Association on January 24, 2022) as follows:

"The purpose of the Company is, as well in Belgium as abroad, as well in its own name and for its own accounts as in the name or for the account of third parties:

  • to exercise the activities of a holding company; as such, the Company may acquire (by subscription, offer, transfer, purchase or otherwise) and hold in its own name shares, securities, bonds and movable assets issued or guaranteed by any company throughout the world, in any manner whatsoever;
  • The Company may give security both for its own commitments and for the commitments of third parties, inter alia, by mortgaging or pledging its assets, including its own goodwill. It can act as guarantor or provide security for companies or private persons, in the broadest sense.
  • In general, it has full legal capacity to carry out all acts and operations directly or indirectly related to its purpose or which would be of a nature to facilitate directly or indirectly, entirely or partially, the realization of this purpose.
  • It may take an interest by way of association, contribution, merger, financial intervention or in any manner whatsoever in any company, association or enterprise whose purpose is identical, similar or related to its own or likely to promote the development of its business or to constitute a source of outlets for it.
  • It may act as director or liquidator in other companies.
  • In the event that the performance of certain acts is subject to prerequisites for access to the profession, the company will make its action, with regard to the performance of these acts, subject to the fulfilment of these conditions."

Statutory auditor

The Statutory auditor of the Company are:

RSM Réviseurs d'Entreprises SRL, a civil company, having the form of a cooperative company (société cooperative / coöperatieve vennootschap) organized and existing under the laws of Belgium, with registered office at 1151 chaussée de Waterloo, 1180 Brussels, registered with the Crossroads Bank for Enterprises under number 429.471.656 and registered with the Institute of Statutory Auditor (Institut des Réviseurs d'Entreprises / Instituut van de Bedrijfsrevisoren) under number B00033, represented by Luis Laperal, was appointed on June 13, 2019 for a term of 3 years, ending immediately after the closing of the shareholder's meeting to be held in 2022, that will have deliberated and resolved on the financial statements for the financial year ended on December 31, 2021.

MANAGEMENT REPORT OF THE BOARD OF DIRECTORS

The board of directors of the Company assumes responsibility for the content of this Annual Report. The board of directors declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Annual Report is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its content.

On behalf of the board of directors

Jean-Paul ANSEL

Chairman

Strategic shift

DMS Imaging (ex ASIT biotech) was a biopharmaceutical company whose mission was to lead an evolution in allergy therapeutics by creating a new generation of highly effective and efficient immunotherapy treatments for environmental and food allergies. Leveraging proprietary ASIT+ platform, the Company intended to deliver a pipeline of best-in-class short course therapies that overcome the risks and limitations of current allergy immunotherapy treatments. Its breakthrough product candidates were intended to deliver recognizable improvement in the quality of life for patients, within weeks rather than months or years following treatment initiation. The Company's lead product gp-ASIT+TM, developed for the treatment of allergic rhinitis due to grass pollen, did not meet the primary endpoint in a second Phase III study. As a result the Company had to protect itself against its creditors and had to look for a business partner.

In April 2021, a binding agreement with DMS SA was signed to contribute the imaging business of DMS Group to ASIT biotech. As December,31, 2021, this binding agreement was subject to one final condition precedent which was the approval of the transaction by ASIT Biotech's Shareholders' Meeting.

This approval was obtained on January,24, 2022.

Highlights of 2021

Judicial reorganization (PRJ)

The Company has filed its judicial reorganization plan on January 11, 2021. The plan was approved by the creditors on February 3, 2021. The Court of Liège homologated the plan on February 9, 2021. One creditor, the Walloon Region, appealed the judgement approving the restructuring plan. On September,14, 2021, the Appeal Court confirmed the decision of the Court of Liege to homologate the plan.

On January 18, 2022 DMS Imaging (ex ASIT biotech) was informed that the Walloon Region had formed an appeal in Cassation to the decision of the Appeal Court with the Cassation Court. This procedure in cassation does not prevent the execution of the reorganization plan.

As a consequence of this homolgation, in the 2021 financial statements, ASIT biotech has written off 80% of the liability of the creditors who had not opted for the conversion scenario offered by the reorganization plan and has recognized a financial product of 4.4 million in that respect.

Contribution Agreement with DMS Group

In January 2021 a non-binding heads of agreement was signed with DMS Group which proposed to contribute its imaging business to ASIT biotech.

On April 16, 2021 a binding contribution agreement was signed with DMS Group subject to a number of conditions precedent including among others :

  • the final homologation of the restructuring plan, and
  • the approval of the transaction by the General Assemblies of both parties

In September 2021, the Appeal Court confirmed the decision to homologate the reorganization Plan.

On December 30, 2021, the DMS shareholders' meeting approved the transaction, with was followed by an approval by the Asit Biotech Shareholders' Meeting following on January 24, 2022.

Other informations relating to the biotechnological activity

The Company has decided in January 2021 to stop the phase of use of the research project house dust mite (RCA 7239 HDM). The Company has also decided in January 2021 not to extend the duration of the research project FOOD so the convention (RCA 7655 FOOD) came to an end. It will also not enter into the phase of use. The Walloon Region was informed of both decisions. As a result the debt position of the Company will be impacted. The reimbursement amounts of the RCA 7239 HDM accounted for a total amount of € 338,100 (excluding interests) has been reduced to € 41,517 (€ 40,000 excluding interests). The cash advances of the RCA 7655 FOOD accounted for a total amount of € 731,724 are expected to be reduced to € 329,414. The final amount is subject to final approval of the Walloon Region of the expenses and related invoices accepted to be expected shortly after the PRJ. The reimbursements of 2019 and 2020 will be due and are expected to be € 26,415.

The Company has transferred all property rights and results relating to the findings of both research projects to the Walloon Region.

Important events after the accounting reference date

Litigation with former management

In April 2019, the former CEO of the Company, Mr. Thierry Legon initiated a legal procedure against the Company in order to obtain from the latter the payment of a termination indemnity corresponding to two years of remuneration calculated on the basis of the fixed and variable remuneration paid by the Company to Mr. Legon for the last two years before the termination and of the lost warrants.

On January 20th , 2022, the decision of the Court in this case was rendered in first instance. Based on this decision, the estimated amount which had been provided by the Company in its 2021 financial statements seems appropriate.

Other informations relating to the activity of the Company

On January 24th , 2022, the Shareholders' Meeting of ASIT Biotech approved the contribution of the Imaging division of DMS Group to ASIT Biotech.

As a consequence two capital increases were approved :

  • a number of creditors have contributed their debt to ASIT Biotech through a contribution in kind so that the capital has increased from 17 076 221.76 € to 21 071 856.50 €.
  • This was followed by DMS Group's contribution in kind to ASIT Biotech:
    • o 100% of shares issued by AXS
    • o 100 of shares issued by APELEM including inderecty its subsidiaries and the bone densitometry activity previously contributed from DMS to APELEM
    • o 100% of shares issued by MEDILINK; and
    • o Current accounts held by DMS Group on the medical imaging division subsidiaries

As a result, the capital of ASIT Biotech increased from 21 071 856.50 € to 66 071 856.50 €, now 88.33% being owned by DMS Group.

As part of the transaction, the company ASIT Biotech changed its name to become DMS Imaging. The social object was also adapted to the new activities of the company.

The company's Board of Directors was replaced. It will now be represented by

  • Mr Jean-Paul ANSEL, Executive Director and Chaiman of the Board of Directors
  • Mr Samuel Sancerni, Executive Director and Managing Director, and
  • Mrs Louise Armengaud, Non Executive Director.

Financial review of the year ending December 31, 2021

Discussion and analysis of the EU – IFRS financial statements

The EU - IFRS financial statements have been prepared in accordance with IFRS and have been drawn up by the board of directors on April 29, 2022. The financial statements will be communicated to the shareholders at the annual general shareholders' meeting in June, 2022.

Comparison of the years ended December 31, 2021 and 2020

EU - IFRS income statement and other comprehensive income (in € '000)

2021 2020
Other operating income / (expenses) 4,639 92
Research and development expenses - 53
General and administrative expenses (754) (1,043)
Operating loss for the period 3,885 (897)
Financial income 26 74
Financial expense (15) (539)
Profit/ (Loss)
for the period before taxes
3,896 (1,362)
Taxes (1) 0
Profit/ (Loss)
for the period
3,895 (1,362)
Other comprehensive income
Comprehensive loss for the period 3,895 (1,362)
Profit/ (Loss)
for the year
Attributable to owners of the Company 3,895 (1,362)
per share (in € per share)
Profit/ (Losses)
-
basic and diluted
0.18 (0.06)

The operating result for 2021 amounts to € 3,9 million mainly composed of

  • a € 4,3 million profit attributable to the partial de-recognition of account payable (€ 3,3 million) and CNs 2019 (€ 1.0 million) following agreement reached with the creditors of the Company under the PRJ, and
  • general and administrative expenses of € 0,8 million as compared to € 1.0 million in the previous year

The net financial result was € 11 thousand positive in 2021 whilst € 0.46 million negative in 2020. Indeed, in 2021, the convertible bonds are no longer interest bearing.

The reported profit for the full year 2021 amounted to € 3.9 million or € 0.18 profit per share (basic and diluted). In 2020, the Company had a net loss of € 1.4 million or € 0.06 loss per share (on an undiluted basis).

EU – IFRS statement of financial position (in € '000)

ASSETS Dec 31, 2021 Dec 31, 2020
Property, plant and equipment 35 129
Right to use an asset 0 0
Other long-term receivables 1,574 1,917
Non-current assets 1,609 2,046
Trade receivables 0 0
Other receivables 383 233
Other current assets 6 8
Cash and cash equivalents 1,218 2,851
Current assets 1,607 3,092
Total assets 3,216 5,138

Total assets at the end of December 2021 amounted to € 3.2 million compared to € 5.1 million at the end of December 2020, mainly impacted by a cash consumption of 1.5M€

EQUITY AND LIABILITIES Dec 31, 2021 Dec 31, 2020
Capital and reserves
Capital 17,076 17,076
Share premium 38,630 38,630
Cost of capital increase (2,365) (2,365)
Share based payment reserve 104 90
Convertible notes 2018 specific reserve 983 666
Convertible notes 2019 equity component - 317
Accumulated deficit (56,154) (60,049)
Total equity attributable to shareholders (1,725) (5,635)
Liabilities
Provision 79 132
Financial debt - 293
Leasing debt - 0
Non-current liabilities 79 405
Financial debt - 90
Convertible notes 3,954 5,292
Leasing debt 0 0
Trade payables 78 4,252
Other payables 830 733
Current liabilities 4,862 10,367
Total liabilities 4,941 10,772
Total equity and liabilities 3,216 5,138

Equity increased from € (5,6) million at the end of December 2020 to € (1.7) million at the end of December 2021, mainly as a result of the profit of 2021 for an amount of € 3,9 million (see above).

Liabilities amounted to € 4,9 million in 2021 compared to € 10.7 million at the end of December 2020, representing a decrease of €5.8 million.

The decrease in liabilities resulted mainly from the partial de-recognition of account payable (€ 3,3 million) and CNs 2019 (€ 1.0 million) following the agreement reached with the creditors of the Company under the PRJ.

EU - IFRS statement of cash flows (in € '000)

2021 2020
Cash flow from operating activities (1,603) (1,377)
Cash flow from investing activities 278 638
Cash flow from financing activities (308) (59)
Net increase/ (decrease) in cash and cash equivalents (1,633) (798)
Cash and cash equivalents at the beginning of the period 2,851 3,649
Cash and cash equivalents at the end of the period 1,218 2,851

Net cash used in operating activities amounted to € 1.6 million for the full year 2021 compared to € 1.3 million for the full year 2020. It was mainly composed of supplier payments.

Net cash generated in investing activities of € 0.3 million in 2021 and was related to tax credits on R&D activities effectively received. Cash outflow from financing activities € 0,3 million was related to the reimbursement of notes.

Discussion and analysis of the statutory financial statements

DMS Imaging Income Statement BGAAP (in 000's €)

2021 2020
Revenues 0 0
R&D capitalized expenses (own production) 0 0
Other operating income 310 26
Operating income 310 26
Cost of sales 0 0
Sundry expenses (G&A and R&D) (781) (874)
Payroll expenses - (124)
Depreciation charges (13) (120)
Provisions for risks and charges 53 0
Other operating charges (22) (1)
Operating expenses (763) (1,119)
Financial income 27 97
Financial expense (15) (181)
Profit/(Loss)
before taxes and exceptional items
(441) (1,177)
Exceptional income / (charges) 4 326 (85)
Taxes (1) 0
Profit/(Loss) for the period 3 884 (1,262)
Transfer to untaxed
reserve
(4
358)
Profit/(Loss) to be affected (474)

In 2021, other operating income is mainly composed of the write off of part of a liability with the Walloon Region

Operating expenses amount to (763) K€ as compared to (1,119) K€ in 2020. They are mainly composed of G&A expenses amounting to (781) K€ and there are no payroll expenses anymore.

Exceptional income 4 326 K€ is explained by the partial write off of the lialibity following the acceptance of the PRJ. For tax purposes, this exceptional item is then reclasse to other reserve and the result to be affected for the year is therefore -474 K€

DMS Imaging Balance Sheet BGAAP (in 000's €)

ASSETS Dec 31, 2021 Dec 31, 2020
Intangible assets 0 0
Property, plant and equipment 34 130
Other long-term receivables 3 16
Non-current assets 37 146
Receivables 383 291
Cash and cash equivalents 1,218 2,851
Deferred charges/Accrued income 1,577 1,908
Current assets 3,178 5,050
Total assets 3,216 5,196

Total assets at the end of December 2021 amounted to € 3.22 million compared to € 5.20 million at the end of December 2020. mainly impacted by a decrease cash and cash equivalents and accrued income.

EQUITY AND LIABILITIES Dec 31, 2021 Dec 31, 2020
Capital and reserves
Capital 17,076 17,076
Share premium 38,630 38,630
Untaxed
reserve
4,358
Other reserves (61,733) (61,258)
Capital subsidy 0 0
Total equity (1,668) (5,552)
Provision for risks and charges 79 132
Provisions and deferred taxes 79 132
Liabilities
Other debt 42 390
Financial debt 3,954 5,242
Trade payables 77 4,252
Social and taxes related liabilities 0 0
Other current liabilities 732 732
Total liabilities 4,805 10,616
Total equity and liabilities 3,216 5,196

Equity increased from € (5.55) million at the end of December 2020 to € (1.67) million at the end of December 2021, mainly as a result of the transfer to a untaxedreserve for an amount of € 4,35 million (see above).

Liabilities amounted to € 3.21 million in 2021 compared to € 5.19 million at the end of December 2020, representing a decrease of € 1.98 million. The decrease in liabilities resulted mainly from the partial write off of liability under the PRJ.

Human Resources

In financial year 2021, the company did not have any employee.

The mandate of CEO was occupied by a subcontractor SFH represented by Mr Frank Hazevoets.

Group structure

As at 31 December 2021, the Company did not have any subsidiaries nor branches.

Since the realization of the contribution in kind on January 24, 2021, DMS Imaging Group Structure is the following:

-

Risk factors

The risk factors relating to the Company and its activities are detailed in the section RISK FACTORS.

Capital increases, decreases and issuance of financial instruments

The Company did no capital increase nor decrease and did not issue any financial instruments in the course of 2021. No warrants were exercised.

At December 31, 2021, the Company's share capital amounted to € 17.08 million (€ 17,076,221.76) and was fully paid-up. It is represented by 21,892,592 ordinary shares without nominal value and representing the same pro rata fraction of the share capital.

Use of authorized capital

On June 8, 2017, the Company's Shareholders' Meeting has authorized the board of directors to increase the share capital of the Company within the framework of the authorized capital with a maximum of € 9.99 million (€ 9,988,758).

Since this authorization, the board of directors has used the authorized capital in a number of circumstances. Additional information can be found in the section CORPORATE GOVERNANCE under Shares and shareholders titled "changes in share capital". At the date of this Annual Report, the balance of unused authorized capital is € 5.12 million.

Research and development

Given the actual situation of the Company, the cost of R&D was nil in 2021.

Corporate governance

The Company's Corporate Governance Charter and related policies are detailed in the section CORPORATE GOVERNANCE.

Other information

Independence and expertise of at least one member of the audit committee

As at 31 December 2021, the following directors were members of the audit committee: RE Finance Consulting, represented by Mr. Yves Désiront and SFPI SA, represented by Mr. François Fontaine. The two members are both non-executive directors. There wasno independent director given the specific situation of the Company. The two members of this committee had a very good expertise in audit and finance. Their profile and professional experience are summarized in the section CORPORATE GOVERNANCE under Board of directors titled "Composition of the board of directors".

Environment, health and safety

In accordance with the Walloon Decree of March 11, 1999 regarding environmental permits, the laboratory of the Company in Liège was of class 3. Class 3 facilities are facilities with the lowest environmental impact and, as a result, their operation does not require the granting of an environmental permit but requires the filing of an application with the municipality on whose territory the facility is located.

On September 2, 2015, the Company electronically filed an environmental declaration for its laboratory with the municipality of Liège. On September 10, 2015, the declaration was deemed inadmissible and rectifications of pure form were required (e.g. not all chemical products referred to in the declaration are classified under the prescribed category). The Company filed an amended declaration on October 27, 2015 with the municipality of Liège. Given that the municipality did not oppose to the declaration within the 15 day period starting with the filing of the declaration, the declaration has become final and the Company can validly exercise its activities in the Liège premises.

All the waste rejected by the Company was managed by a specialised company and did not raise any environmental or health and safety concerns.

The Company has no labs anymore since January 1, 2021.

Material contracts

The Company has no material contracts anymore.

RISK FACTORS

The risks and uncertainties that the Company believes are material are described below. However, these risks and uncertainties may not be the only ones faced by the Company and are not intended to be presented in any assumed order of priority. As the Company has stopped all R&D operating activities related to the allergy field, the Company expects that the risks related to product development, to product commercialization, to regulatory environment, to intellectual property and to structure and operations have lost most of their relevance. Nevertheless, the reader is invited to look at the annual report of 2020 for having a look at the risks mentioned. Additional risks and uncertainties not presently known, or those that management currently believes to be immaterial, may also affect the Company's business, financial condition and results of operations. The Annual Report also contains forward-looking statements that involve risks and uncertainties.

If any of the risks described below materializes, the Company's business, results of operations, financial condition and prospects could be materially adversely affected and the Company's ability to continue as a going concern could even be endangered. In that case, the value of the Company's shares could decline, and Shareholders could lose all or part of their investment. The Company has taken - and will continue to take - measures to control these risks as most efficiently as possible. However, there is no guarantee that these measures are adequate and complete to deal with all eventualities. Therefore, it cannot be completely excluded that some of these risks will occur and could affect, among others, the Company's business, turnover, financial position and results.

Risks related to financial position

The Company has a history of operating losses and an accumulated deficit and may never become profitable.

The Company has incurred significant operating losses since it was founded in 1997. Its accumulated deficit in the statement of financial position as at December 31, 2021 under IFRS rules amounts to € 67.7 millions. These losses reflect the previous investments in research and development, in manufacturing capacities, in pre-clinical testing, in clinical development of product candidates and the costs incurred from general and administrative expenses. The board of directors applied several times the procedure prescribed under article 7:228 and 7:229 BBCA. The last time was at the board of directors of February 21, 2020, when an extraordinairy shareholders meeting was convened that took place on May 26, 2020. If a company's net assets book value is lower than half of its share capital amount, Article 7:228 BBCA requires the convening of a shareholders' meeting within two months after the date at which the loss was (or should have been) determined. This meeting would then decide on the going concern or winding up of the company. The Company also obtained the benefit of the judicial reorganization procedure, and is today protected against its creditors.

The Company has stopped all R&D operating activities in the allergy field. Nevertheless, as a stock listed company it will further incur certain general and administrative expenses and hence will incur further losses for the next several years.

There can be no assurance that the Company will earn revenues or achieve profitability, which could impair the Company's ability to sustain operations or obtain any required additional funding.

This risk is contemplated at the closing date of the accounts, 31 December 2021, and does not take into account the future transaction with DMS Group, approved in January 2022.

The Company has a limited cash position with no financing instruments available for the time being.

As at December 31, 2021, the cash position of the Company amounted to € 1.22 million and the Company had no financing instruments available.

At the date of publication of this Annual Report, based on the contribution in kind realized with DMS Group and the choice of certain creditors to opt for the conversion scenario, the Company expects that it does have sufficient working capital to cover its working capital needs for a period of at least 12 months following the date of publication of this Annual Report.

The Company has obtained R&D tax credits. There is a risk that the Company would loose these R&D tax credits in case of a change of control.

The Company has made significant R&D investments which, pursuant to Belgian income tax law provisions, have entitled the Company to claim the benefit of R&D tax credits. This R&D tax credits amount to 1.9 M€ as at 31 December 2021.

The transaction with DMS Group in 2022 which involves a major change in the shareholding of the Company could lead to the application of articles 207 and 292, §2 of the Belgian income tax code. These provisions foresee that in the event of a change of control of a company, tax losses carried forward (but also other tax latencies) and R&D tax credits are only maintained by the company to the extent that this change of control meets legitimate economic or financial needs. Based on the common definition that the concept of legitimate economic or financial needs has received from tax authorities, including the Ruling Commission, courts and tribunals, and based on the envisaged transaction, there could be a risk that, in the event of a tax audit following the transaction, tax authorities could challenge the existence of such legitimate needs.

In order to mitigate that risk, the Company has decided to ask for a ruling to the Tax administration. The financial consequences of the tax ruling decision will be reflected in the financial statements once the position of the Tax administration has been received.

The Company benefits from tax losses carried forward. There is a risk that the Company would loose these tax losses carried forward in case of a change of control.

The Company benefits from a significant amount of tax losses carried forward amounting to 67.7 M€ as at 31 December 2021. Considering the financial history of the Company, these tax losses carried foward have not been activated in the balance sheet of the Company.

The transaction with DMS Group in 2022 which involve a major change in the shareholding of the Company could lead to the application of articles 207 and 292, §2 of the Belgian income tax code. These provisions foresee that in the event of a change of control of a company, tax losses carried forward (but also other tax latencies) and R&D tax credits are only maintained by the company to the extend this change of control meets legitimate economic or financial needs. Based on the common definition that the concept of legitimate economic or financial needs has received from tax authorities, including the Ruling Commission, courts and tribunals, and based on the envisaged transaction, there could be a risk that, in the event of a tax audit following the transaction, tax authorities could challenge the existence of such legitimate needs.

In order to mitigate that risk, the Company has decided to ask for a ruling to the Tax administration.

Remuneration of former management

In 2022, after the finalisation of the transaction with DMS Group, the former management of the Company claimed for the payment of a variable remuneration linked to the realisation of the transaction. This remuneration is being reviewed by the Company.

No provision has been recorded in that respect in the statutory 2021 financial statements of the Company.

Risks related to third parties

The Company has obtained significant funding from the Brussels-Capital and Walloon Regions. The terms of the agreements signed with the Regions may hamper the Company to partner part or all its products and restrict the Company's ability to determine the location of its premises.

The Company has entered into funding agreements with the Brussels-Capital Region (the Brussels Grants) and the Walloon Region (the Walloon Grants) to finance its research and development programs.

According to the terms of the Brussels Grants, the Company would be required to ensure the industrial and commercial development is in the interest of the economy, employment and the environment in the Brussels-Capital Region. The sale of patents or know-how and licensing to companies located outside the Brussels-Capital Region must meet the same recovery goals. The Brussels-Capital Region may request the Company for partial or total repayment of subsidies received if the Company breached its commitment. The Company may not be able to reimburse these grants pursuant to the terms of these contracts, or such repayment could affect the funding of its clinical and scientific activities. The Company agreed to pursue activity on the territory of the Brussels-Capital Region in the 10 years following the end date of the agreements granting subsidies (i.e., until March 2018).

The Company has also decided to partially finance some of its development program of its house dust mite product candidate as well as food allergy product candidates with funding from the Walloon Region, and as a result, the Company is bound by the terms and conditions of the Walloon Grants. The Walloon Grants are dedicated to support specific research projects, and their terms may limit the Company's ability to conduct research with third parties in the field of such research projects and prohibit the granting of any other rights relating to the Company's findings of such research projects to third parties. Also, the Company needs to obtain the consent of the Walloon Region for any transfer, out-licensing or sale to a third party of any or all of the research projects related results, which may reduce the Company's ability to partner or sell part or all of its products.

Furthermore, when research projects partially funded by the Walloon Region will enter into their phase of use (meaning the phase following the research phase and during which the Company will use the results of the research projects for commercial purposes), the Company will have to start reimbursing the funding received on an annual basis. Such phase of use of the results arising from the research project regarding house dust mite allergy started in 2017. The reimbursement will be divided into a fixed part (for an amount of € 25,000 for 2019 and € 40,000 for 2020) and a variable part dependent upon the Company's turnover. The Company may not be able to reimburse such funding under the terms of the agreements or such reimbursement may jeopardize the funding of its clinical and scientific activities.

The Company has decided in January 2021 to stop the phase of use of the research project house dust mite (RCA 7239 HDM) and not to enter into the phase of use with respect to the research projects FOOD (RCA 7655 FOOD). It must transfer all property rights and results relating to the findings of the research projects to the Walloon Region. The Company is also prohibited from conducting any research for any third party relating to the research projects for a period of 72 months following the Company's decision not to enter into the phase of use. The above commitments are binding contractual undertakings of the Company. If the Company does not respect its contractual undertakings, it could be held liable for breach of contract.

Other risks

Judicial reorganisation

The Company has filed its judicial reorganization plan on January 11, 2021. The plan was approved by the creditors on February 3, 2021. The Court of Liège homologated the plan on February 9, 2021. One creditor, the Walloon Region, appealed the judgement approving the restructuring plan. In September 2022, the Appeal Court of Liège confirmed the decision of the Court of Liège to homologate the plan.

On January 18, 2022, DMS Imaging (ex ASIT biotech) was informed that the Walloon Region had formed an appeal in Cassation to the decision of the Appeal Court. This procedure in cassation does not prevent the execution of the reorganization plan but the outcome of that procedure could lead to future adjustement in the restructuring plan approved if the decision of the Appeal Court is annulled by the Cassation Court.

The Company or third parties upon whom the Company depends may be adversely affected by natural disasters and/or global health pandemics, and its business, financial condition and results of operations could be adversely affected.

The occurrence of unforeseen or catastrophic events, including extreme weather events and other natural disasters, man-made disasters, or the emergence of epidemics or pandemics, depending on their scale, may cause different degrees of damage to the national and local economies and could cause a disruption in the Company's operations and have a material adverse effect on its financial condition and results of operations. Man-made disasters, pandemics, and other events connected with the regions in which the Company operates could have similar effects. If a natural disaster, health pandemic, or other event beyond its control occurred that prevented the Company from using all or a significant portion of its office and/or lab spaces, damaged critical infrastructure, such as its manufacturing facilities or its manufacturing facilities of its thirdparty contract manufacturers, or that otherwise disrupted operations, it may be difficult for the Company to continue its business for a substantial period of time.

As of the date of this Annual Report, Belgium, where the Company operates, is no longer impacted by temporary closures or other governmental measures. The length or severity of this pandemic cannot be predicted neither the impact it could have on the future activity of the Company in the context of the change of control. The Company will continue to monitor the situation.

CORPORATE GOVERNANCE

This section summarizes the rules and principles by which the Company's corporate governance is organized, and which are contained in the BBCA, other relevant legislation, the Company's articles of association and the corporate governance charter ("CGC") of the Company. Please note that the Company's corporate governance has changed significantly as of January 24, 2022. These changes do not form the subject of this Report and are thus not included herein.

Corporate Governance Charter

The Company has adopted its CGC with the new Belgian corporate governance code of 2020 ("Code 2020") at March 25, 2020, the CGC2020. The CGC2020 is applicable for the fiscal year 2020.

The CGC describes the main aspects of the corporate governance of the Company, including its governance structure, the terms of reference of the board of directors and its committees and other important topics. The CGC must be read together with the Articles of Association.

The Company complies with the corporate governance principles contained in the Belgian corporate governance code of 2020 for the fiscal year 2021, except regarding the independence of directors (the Company has no independent director) :

  • Stock based incentives have been awarded to its non-executive directors in the past, upon advice of the remuneration and nomination committee. These non-executive directors do no longer form part of the Board of Directors as of the date of this Report. This was contrary to provision 7.7 of the Code 2009 and to provision 7.5 of the Code 2020 that provides that non-executive directors should not be entitled to performance-related remuneration such as (amongst others) stock related longterm incentive schemes;
  • The Company has not retained the following provision under the new Code2020 to be considered as independent director : "Not be receiving, or having received during their mandate or for a period of three years prior to their appointment, any significant remuneration or any other significant advantage of a patrimonial nature from the company or a related company or person, apart from any fee they receive or have received as a non-executive board member";
  • The Company has not retained a three year period for certain provisions under the Code2020 to be considered as independent director. This is for each provision specifically indicated in the section below under Board of directors titled "Independent directors".

What constitutes good corporate governance will evolve with the changing circumstances of a company and with the standards of corporate governance globally and must be tailored to meet those changing circumstances. The board of directors intends to update the CGC as often as required to reflect changes to the Company's corporate governance.

The articles of association and the CGC are made available on the Company's website (www.asitbiotech.com) and can be obtained free of charge at the Company's registered office.

Board of directors

Powers and Responsibilities

The Company has opted for a "one tier" governance structure whereby the board of directors is the ultimate decision making body, with the overall responsibility for the management and control of the Company and is authorized to carry out all actions that are considered necessary or useful to achieve the Company's purpose. The board of directors has all powers except for those reserved to the shareholders' meeting by law or the articles of association.

Pursuant to the CGC, the role of the board of directors is to pursue the long term success of the Company by providing entrepreneurial leadership and enabling risks to be assessed and managed. The board of directors decides on the Company's values and strategy, its risk appetite and key policies. The board of directors is assisted by a number of committees in relation to specific matters. The committees advise the board of directors on these matters, but the decision making remains with the board of directors as a whole.

The board of directors appoints and removes the chief executive officer ("CEO"). The role of the CEO is to implement the mission, strategy and targets set by the board of directors and to assume responsibility for the day-to-day management of the Company. The CEO reports directly to the board of directors.

Pursuant to the BBCA the board of directors must consist of at least one director. Pursuant to the Articles of Association, the board of directors must consist of a maximum of nine directors. The CGC provides that the composition of the board of directors should ensure that decisions are made in the corporate interest. It should be determined on the basis of diversity, as well as complementary skills, experience and knowledge. Pursuant to the Code 2009 and Code 2020, at least half of the directors must be non-executive and at least three directors must be independent in accordance with the criteria set out in the BCCA and in the Code on Corporate Governance. Pursuant to Article 7:86 BBCA, at least one third of the members of the board of directors must be of the opposite gender, which was not the case for the Company in fiscal year 2021.

The directors are appointed for a term of no more than three years by the shareholders' meeting. They may be re-elected for new terms. Proposals by the board of directors for the appointment or re-election of any director must be based on a recommendation by the remuneration and nomination committee. In the event the office of a director becomes vacant, the remaining directors can appoint a successor temporarily filling the vacancy until the next shareholders' meeting. The shareholders' meeting can dismiss the directors at any time.

Pursuant to the Articles of Association applicable in 2021, the shareholders owning, individually or jointly, at least 15% of the share capital of the Company have the right to propose the names of two candidates for a position of director. Unless recommended otherwise by the remuneration and nomination committee of the Company, the shareholders' meeting shall appoint one of those two candidates as director.

In fiscal year 2020, one group of shareholders owning jointly more than 15% of the share capital have proposed the appointment of directors. La Société Fédérale de Participations et d'Investissement (SFPI) SA (represented by M. François Fontaine) and Noshaq SA (represented by M. Marc Foidart until 17 September 2018 and by Philippe De Geer at the date of this Annual Report) have been appointed as directors upon the proposal of Société Fédérale de Participations et d'Investissement (SFPI) SA, Noshaq SA, Spinventure SA, Brustart SA, Epimède SA and Société Régionale d'Investissement de Bruxelles (SRIB) SA. This group of shareholders is not acting in concert as defined by Belgian law.

The board of directors meets whenever the interests of the Company so require or at the request of two or more directors. In principle, the board of directors will meet sufficiently regularly and at least five times per year. The decisions of the board of directors are made by a simple majority of the votes cast. The chairman of the board of directors does not have a casting vote.

Chairman

RE Finance Consulting SA, duly represented by M. Yves Désiront, was chairman until January, 24th, 2022.

From this date, Jean-Paul ANSEL was appointed chairman.

Independent Directors

According to Article 3.5 of the CGC 2020, in order to be appointed as an independent board member, a board member must meet the following criteria:

    1. Not be an executive or exercising a function as a person entrusted with the daily management of ASIT Biotech or a related company or person, and not have been in such a position over the previous six months1 . Alternatively, no longer enjoying stock options of ASIT Biotech related to this position;
    1. Not have served for a total term of more than twelve years as a non-executive board member;
    1. Not be an employee of the senior management (as defined in article 19,2° of the law of 20 September 1948 regarding the organization of the business industry) of ASIT Biotech or a related company or person, and not have been in such a position over the previous six months2 . Alternatively, no longer enjoying stock options of ASIT Biotech related to this position;
    1. (a) Not hold shares, either directly or indirectly, either alone or in concert, representing globally one tenth or more of the ASIT Biotech's capital or one tenth or more of the voting rights in ASIT Biotech at the moment of appointment;

(b) Not having been nominated, in any circumstances, by a shareholder fulfilling the conditions covered under (a);

    1. Not maintain, nor have maintained in the past year before their appointment, a significant business relationship with ASIT Biotech or a related company or person, either directly or as partner, shareholder, board member, member of the senior management (as defined in article 19,2° of the law of 20 September 1948 regarding the organization of the business industry) of a company or person who maintains such a relationship;
    1. Not be or have been within the last three years before their appointment, a partner or member of the audit team of ASIT Biotech or person who is, or has been within the last three years before their appointment, the external auditor of ASIT Biotech or a related company or person;
    1. Not be an executive of another company in which an executive of ASIT Biotech is a non-executive board member, and not have other significant links with executive board members of ASIT Biotech through involvement in other companies or bodies;
    1. Not have, in ASIT Biotech or a related company or person, a spouse, legal partner or close family member to the second degree, exercising a function as board member or executive or person entrusted with the daily management or employee of the senior management (as defined in article 19,2° of the law of 20 September 1948 regarding the organization of the business industry), or

1 The Code2020 provides for a 3 years period. As indicated above, this change has been made considering the limited size of the company.

2 The Code2020 provides for a 3 years period. As indicated above, this change has been made considering the limited size of the company.

falling in one of the other cases referred to in 1. to 8. above, and as far as point 2. is concerned, up to three years after the date on which the relevant relative has terminated their last term.

The resolution appointing the director must mention the reasons on the basis of which the capacity of independent director is granted. In the absence of guidance in the law or case law, the board of directors has not further quantified or specified the aforementioned criteria set out in Article 7:87 of the BCCA. Furthermore, in considering a director's independence, the criteria set out in the CGC will also be taken into consideration. An independent director who ceases to satisfy the requirements of independence must immediately inform the board of directors.

As at December 31, 2021, there are no independent director.

Composition of the board of directors

Name Position Term3
RE Finance Consulting SA (represented by Yves Désiront) Chairman / Director (non-executive) 2023
Michel Baijot Director (non-executive) 2021
François Meurgey Director (non-executive) 2023
SFPI SA (represented by François Fontaine) Director (non-executive) 2023
NOSHAQ PARTNERS SAS (represented by Philippe Degeer) Director (non-executive) 2023
SFH (represented by Frank Hazevoets) Managing Director (Executive) / CEO 2021

As at December 31, 2021, the board of director is composed of 6 directors.

The profile and professional experience of each of the Directors is summarized hereafter:

Yves Désiront obtained a master's degree as Ingénieur Commercial in Business Administration and Technology Interface from I.C.H.E.C. Brussels in 1994. He is the managing partner of a private equity fund based in Luxembourg and is acting, since October 2015, as group CFO of BGP Investment, a Luxembourg real estate group. Previously, he acted as group CFO of Orco Property Group. Prior to this, he served in various functions at Groupe Bruxelles Lambert and Générale de Banque.

Michel Baijot is a bioengineer PhD. He is a life science executive bringing over 25 years of experience in building biologicals businesses with significant contribution to strategy, licensing, M&A and technology transfer. His positions with biotech and pharmaceutical companies, and his tangible achievements, reflect an in-depth knowledge of the business environment in both developed and emerging markets. He is currently president of White Fund and board director of OncoRadiomics. His previous positions include executive director Europe at Serum Institute of India, head of Cipla Global Vaccine, chief business officer at Janssen/Crucell, VP Worldwide Strategic Alliances and Business Development at GlaxoSmithKline Biologicals and VP Business Development at Innogenetics. He was chairman of the Belgian Biotech Association for 5 years.

François Meurgey is working as independent consultant in pharmaceutical product strategic marketing. He has spent more than twenty-five years in the biopharmaceutical industry, almost equally divided between Europe and the United States, and between operational and staff functions. He has held important

3 The term of the mandates of the directors will expire immediately after the annual shareholder's meeting held in the year set forth in this column. Please note that the mandates of these directors were terminated on January 24, 2022.

sales and marketing positions at Eli Lilly (director of global marketing for Prozac®), Merck & Co. (senior director of Asia-Pacific marketing) and UCB (vice president of Global Marketing), among others. He also teaches regularly at ESSEC in Paris, the ULB in Brussels, the Scandinavian International Management Institute (SIMI) in Copenhagen, and Columbia University Graduate Schools of Business and Public Health in New York. He is a graduate of Reims Management School, received an MS in International Relations from Université de Paris-Sorbonne and holds an MBA from the Stern School of Business at New York University.

François Fontaine obtained a master's degree in law and tax sciences. He has been a general counselor at the Belgian Federal Investment and Participation Company (SFPI) since December 2009. He is in charge of investment projects in the fields of new technologies, biomedical, real estate, waste, water treatment and energy sector. He was previously advisor to the tax unit of the Walloon Region in charge of the implementation and transfer of regional taxes.

Philippe Degeer is Industrial engineer (Haute Ecole Libre Mosane – HELMo Gramme) and holder of an MBA from the London Business School. He first worked for a SME in Liège and then developed his career within the American multinational Goodyear Dunlop. After becoming vice president of the group in Europe, Africa and the Middle East, he oversaw the implementation of innovation processes, international development policies as well as BtoB and BtoC marketing strategies. He has implemented corporate governance oriented towards investment and growth. He has also participated in the development of various partnerships, mergers, acquisitions and technology transfers.

Frank Hazevoets holds a Master of Engineering (Cum laude) and a Master of Business Economics (Cum fructu) from the Katholieke Universiteit Leuven. He brings more than 25 years of experience in shaping and executing strategy and in building value for company shareholders. After spending 10 years in the banking (corporate finance) sector, he has worked for 15 years in the fast moving consumer goods and life sciences industries, of which 10 years were in CFO roles. Notably, Frank was a director of strategy and external growth at AB InBev from 2001 to 2006, CFO and company secretary of TiGenix from 2006 to 2012, and CFO of Promethera Biosciences from 2014 to 2019 before joining ASIT biotech first as CFO and as CEO.

In fiscal year 2021, none of the directors and the members of the executive committee had at any time within at least the past five years:

  • had any conviction in relation to fraudulent offences; or
  • been adjudged bankrupt or entered into an individual voluntary arrangement; or
  • been a director of any company at any time of, or within 12 months preceding, any receivership, compulsory liquidation, administration or partnership voluntary arrangement of such partnership; or
  • had his assets from the subject of any receivership or has been a partner of a partnership at the time of, or within 12 months preceding, any assets thereof being the subject of a receivership; or
  • been subject to any official public incrimination and/or sanctions by any statutory or regulatory authority; or
  • ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

Functioning of the board of directors in 2021

Name Number of meetings attended
RE Finance Consulting 11 / 11
Michel Baijot 8 / 11
François Meurgey 10 / 11
SFPI 11 / 11
NOSHAQ PARTNERS SCRL 9 / 11
SFH 11 / 11

In the course of 2021, the board of directors met 11 times.

Committees

The board of directors has established two board committees that are responsible for assisting the board of directors and making recommendations in specific fields:

  • the audit committee (in accordance with Article 7:99 BCCA and provision 5.2 of the Code 2009 and provision 4.10 of the Code2020); and
  • the remuneration and nomination committee (in accordance with Article 7:100 BCCA and provision 5.3 and 5.4 of the Code 2009 and provision 4.17 of the Code 2020).

The terms of reference of these board committees are primarily set out in the CGC.

Audit committee

The audit committee consists of at least three directors. As provided by Article 7:99 BCCA all members of the audit committee are non-executive directors and at least one member is an independent director. According to Article 7:99 BCCA, at least one member of the audit committee must be independent and must have the necessary competence in accounting and auditing.

As at December 31, 2021, the audit committee is composed of 2 directors and none of them is independent.

Name Position
RE Finance Consulting, represented by Yves Désiront Member - non-executive director
SFPI, represented by François Fontaine Member – non-executive director

The audit committee of the board of directors is composed exclusively of non-executive directors.

The members of the audit committee must have sufficient expertise in financial matters to discharge their functions. The chairperson of the audit committee is competent in accounting and auditing as evidenced by his previous and current roles. According to the board of directors, the other members of the audit committee also satisfy this requirement, as evidenced by the different senior management and director mandates that they have held in the past and currently hold.

The role of the audit committee is to supervise and review the financial reporting process, the internal control and risk management systems and the internal audit process of the Company. The audit committee monitors the audit of the statutory and EU - IFRS financial statements, including the follow-up questions and recommendations by the statutory auditor. The audit committee also makes recommendations to the board of directors on the selection, appointment and remuneration of the external auditor and monitors the independence of the external auditor.

In principle, the audit committee meets as frequently as necessary for the efficiency of the operation of the audit committee, but at least four times a year. The members of the audit committee have full access to the management and to any other employee to whom they may require access in order to carry out their responsibilities.

In the course of 2021, the audit committee met 3 times.

Name Number of meetings attended
SFPI, represented by François Fontaine 3 / 3
RE Finance Consulting, represented by Yves Désiront 3 / 3

Remuneration and nomination committee

The remuneration and nomination committee consists of at least three directors. All members of the remuneration and nomination committee are non-executive directors. According to Article 7:100 of the BBCA, the remuneration and nomination committee must consist of a majority of independent directors. The remuneration and nomination committee is chaired by the person appointed by the board of directors amongst its members.

As of December 31, 2021, the remuneration and nomination committee is composed of 3 directors, none of them being independent due to the limited size of the Company.

Name Position
NOSHAQ PARTNERS, represented by Philip Degeer Member - non-executive director
SFPI, represented by François Fontaine Member - non-executive director
François Meurgey Member – non-executive director

Pursuant to article 7:100 of the BBCA, the remuneration and nomination committee must have the necessary expertise on remuneration policy, which is evidenced by the experience and previous roles of its current members. The CEO participates to the meetings of the remuneration and nomination committee in an advisory capacity each time the remuneration of the management is being discussed.

The role of the remuneration and nomination committee is to make recommendations to the board of directors with regard to the appointment of directors, make proposals to the board of directors on the remuneration policy and individual remuneration for directors and members of the executive management, and to submit a remuneration report to the board of directors. In addition, the remuneration and nomination committee each year submits the remuneration report to the annual shareholders' meeting.

In principle, the remuneration and nomination committee meets as frequently as necessary for the efficiency of the operation of the committee, but at least three times a year.

Executive Management

The board of directors has set up an executive management team. The executive management team is an advisory committee to the board of directors, which does not constitute a management committee (comité de direction/directiecomité) under article 7.104 of the BCC.

As at December 31, 2021, the Company's executive management was composed of :

Name Function
Frank Hazevoets Chief Executive Officer
4 (CEO)

For a brief biography we refer to the board of directors section.

Shares and shareholders

Share capital and shares

As at December 31, 2021, the share capital of the Company amounts to €66,071,856.50 and is fully paid-up. It is represented by 21,892,592 shares without nominal value and representing the same pro rata fraction of the share capital. Please note that the share capital of the Company was further increased on January 24, 2022 (as mentioned below).

As at December 31, 2021, 171,320 warrants are outstanding which give right to subscribe to 171,320 shares. Reference is made to Note 13 of the financial statements for more details.

As at 31 Decembre 2021, a debt of 3 904 K€ is accounted for in the statement of financial position for CNs2019 'A' and 50 K€ for CNs2018 'A'. The CNs2019 'A' and CNs2018 are deemed to be a debt instrument accounted for at amortized cost given the below threshold efficacy results of the second phase III trial announced end of November 2019. Reference is made to Notes 14.3 for more details.

History of share capital

The history in the Company's share capital since its incorporation can be summarized as follows:

Date
Transaction
Increase or
reduction of
share capital
Share capital
after transaction
(EUR)
Aggregate
number of
--------------------- ---------------------------------------------- --------------------------------------------- ------------------------

4 From December, 2020 onwards, to replace Michel Baijot who was CEO until mid October

23 May 1997 Incorporation 29,747.22 29,747.22 1,200
30 September 1998 Capital increase in cash 278,88 308,627.43 5,460
24 October 2000 Capital increase in cash 2,032,736.82 2,341,364.26 12,529
20 May 2005 Capital increase through conversion of bonds 123,936.85 2,465,301.11 12,960
20 May 2005 Capital increase in cash 1,107,272.73 3,572,573.87 16,545
8 June 2006 Capital increase in cash 664,502.00 4,237,075.84 18,698
31 May 2007 Capital increase in cash 5,210,000.00 9,447,075.84 38,212
1,417,110.82 10,864,186.66 43,944
19 November 2009 Capital increase in cash + 1,583,017.98 + 1,583,017.98
(issue premium) (issue premium)
Capital increase in cash 2,082,393.02 12,946,579.68 52,367
7 March 2011 + 2,326,205.18 + 3,909,391.84
(issue premium) (issue premium)
18 January 2012 Capital increase in cash 1,346,167.35 14,292,747.03 57,812
+ 1,503,745.65
(issue premium)
+ 5,412,968.81
(issue premium)
Capital increase through incorporation of the issue
23 December 2014 premiums 5,412,968.81 19,705,715.84 57,812
23 December 2014 Capital reduction by absorbing carried forward losses - 19,699,539.49 6,176.35 57,812
23 December 2014 Capital increase in cash 7,086,960.00 7,093,136.35 70,936
23 December 2014 Capital increase through conversion of 3,275 bonds
issued on 28 April 2013
854,100.00 7,947,236.35 74,211
23 December 2014 Capital increase through conversion of 7,648 bonds
issued on 23 May 2014
2,596,800.00 10,544,036.35 81,859
23 December 2014 Capital increase through conversion of 3,182 bonds
issued on 15 October 2014
1,081,100.00 11,625,135.35 85,041
8 January 2016 Stock-split - - 8,504,100
4,579,462.46 16,204,598.81 11,854,100
12 May 2016 Capital increase in cash + 18,870,537.54
(issue premium)
Capital increase through conversion of 413 bonds
issued on 5 August 2015
1,233,994 17,438,592.81 12,756,800
12 May 2016 + 2,896,006
(issue premium)
67,393.28 17,505,986.09 12,806,100
28 December 2016 Capital increase through the exercise of 493
subscription rights
+ 190,642.92
(issue premium)
8 June 2017 Capital reduction by absorbing carried forward losses - 7,517,228.09 9,988,758.00 12,806,100
25 January 2018 Capital increase in cash and through subscription of
2,456,444 new shares
1,916,026.32 11,904,784.32 15,262,544
+ 7,492,154.20
(issue premium)
Capital increase in cash, subscription of 543,556 new 912,367.56 12,817,151.88 16,432,246
23 February 2018 shares and the exercise of 626,146 Warrants 1 + 3,567,591.1

Capital increase in cash further to the exercise of

41,726 Warrants 1

16 March 2018

(issue premium)

  • 127,264.3 (issue premium)

32,546.28 12,849,698.16 16,473,972

(EUR) shares after transaction

Capital increase in cash further to the exercise of 275,379.78 13,125,077.94 16,827,023
15 June 2018 296,954 Warrants 1 and 56,097 Warrants 2 + 1,076,805.55
(issue premium)
4 July 2018 Capital increase in cash further to the exercise of 142,559.82 13,267,637.76 17,009,792
182,769 Warrants 1 +557,445.45
(issue premium)
13 July 2018 Capital increase through conversion of 38 bonds
issued on 10 July 2018
22,565.40 13,290,203.16 17,038,722
+72,434.93
(issue premium)
2 August 2018 Capital increase through conversion of 63 bonds 41,779.14
+115,717.51
13,331,982.30 17,092,285
issued on 10 July 2018 (issue premium)
Capital increase through conversion of 482 bonds 323,303.76 13,655,286.06 17,506,777
6 September 2018 issued on 10 July 2018 +881,696.24
(issue premium)
4 October 2018 Capital increase through conversion of 253 bonds 172,488.42
+460,011.58
13,827,774.48 17,727,916
issued on 10 July 2018 (issue premium)
Capital increase through conversion of 254 bonds 254,616.18 14,082,390.66 18,054,347
8 November 2018 issued on 10 July 2018 +380,383.82
(issue premium)
29 November 2018 Capital increase through conversion of 130 bonds 145,731.30
+179,268.70
14,228,121.96 18,241,182
issued on 10 July 2018 (issue premium)
6 December 2018 Capital increase through conversion of 115 bonds
issued on 10 July 2018
Capital increase through conversion of 148 bonds
issued on 10 July 2018
121,419.48 14,349,541.44 18,396,848
+166,080.52
(issue premium)
10 January 2019 190,075.86 14,539,617.30 18,640,535
+179,924.14
(issue premium)
Capital increase through conversion of 358 bonds
issued on 10 July 2018
562,007.16 15,101,624.46 19,361,057
7 February 2019 +332,992,84
(issue premium)
7 March 2019 Capital increase through conversion of 38 bonds issued
on 10 July 2018
37,736.40 15,139,360.86 19,409,437
+17,263,60
(issue premium)
4 April 2019 Capital increase through conversion of 325 bonds
issued on 10 July 2018
510,371.16 15,649,732.02 20,063,759
+302,128.84
(issue premium)
2 May 2019 Capital increase through conversion of 67 bonds issued
on 10 July 2018
97,602.18 15,747,334.20 20,188,890
+69,897.82
(issue premium)
228,244.38 15,975,578.58 20,481,511
6 June 2019 Capital increase through conversion of 145 bonds
issued on 10 July 2018
+134,255.62
(issue premium)
46,177.56 16,021,756.14 20,540,713
4 July 2019 Capital increase through conversion of 27 bonds
issued on 10 July 2018
+ 21,322.44
(issue premium)
126,934.08 16,148,690.22 20,540,713
1 Aug 2019 Capital increase through conversion of 74 bonds + 58,065.92
issued on 10 July 2018 (issue premium)
387,597.60 16,536,287.82 21,200,369
3 Oct 2019 Capital increase through conversion of 226 bonds
issued on 10 July 2018
+ 177,402.40
(issue premium)
188,685.90 16,724,973.72 21,442,274
7 Nov 2019 Capital increase through conversion of 110 bonds
issued on 10 July 2018
+ 86,314.10
(issue premium)
351,248.04 17,076,221.76 21,892,592
5 Dec 2019 Capital increase through conversion of 227 bonds
issued on 10 July 2018
+ 216,251.96
(issue premium)
24 January 2022 Capital increase through contribution in kind of shares
and a claim by DMS SA, and claims by the Company's
creditors under the PRJ
+ 48,995,634.74 66,071,856.50 1,489,607,331

Changes in share capital

In principle, changes to the share capital are decided by the shareholders. The shareholders' meeting may at any time decide to increase or reduce the share capital of the Company. Such resolution must satisfy the quorum and majority requirements that apply to an amendment of the articles of association.

Subject to the same quorum and majority requirements, the shareholders' meeting may authorize the board of directors, within certain limits, to increase the Company's share capital without any further approval of the shareholders. This is the so-called authorized capital. This authorization needs to be limited in time (i.e., it can only be granted for a renewable period of maximum five years) and in scope (i.e., the authorized capital may not exceed the amount of the registered capital at the time of the authorization).

On June 8, 2017, the Company's shareholders' meeting authorized the board of directors to increase the share capital of the Company within the framework of the authorized capital with a maximum of € 9,988,758.

As at 31 December 2021, the balance of unused authorized capital is € 5,122,584.48.

Notification of significant shareholdings

The articles of association of the Company do not impose any additional notification obligations other than the notification obligations required in accordance with Belgian law. The voting rights of the major shareholders of the Company differ in no way from the rights of other shareholders of the Company.

Pursuant to the Belgian Law of May 2, 2007 on the disclosure of significant shareholdings in issuers whose securities are admitted to trading on a regulated market and containing various provisions (Loi relative à la publicité des participations importantes dans des émetteurs dont les actions sont admises à la négotiation sur un marché règlementé et portant dispositions diverses/Wet op de openbaarmaking van belangrijke deelnemingen in emittenten waarvan aandelen zijn toegelaten to de verhandeling op een gereglementeerde markt en houdende diverse bepalingen) (the Transparency Law), implemented in Belgian law pursuant to Directive 2004/109/EC, a notification to the Company and to the FSMA is required by all natural and legal persons in the following instances:

  • an acquisition or disposal of voting securities, voting rights or financial instruments that are treated as voting securities;
  • the holding of voting securities upon first admission of them to trading on a regulated market;
  • the passive reaching of a threshold;
  • the reaching of a threshold by persons acting in concert or a change in the nature of an agreement to act in concert;
  • where a previous notification concerning the voting securities is updated;
  • the acquisition or disposal of the control of an entity that holds the voting securities; and
  • where the Company introduces additional notification thresholds in its Articles of Association, in each case where the percentage of voting rights attached to the securities held by such persons reaches, exceeds or falls below the legal threshold, set at 5% of the total voting rights, and 10%, 15%, 20% and so on at intervals of 5% or, as the case may be, the additional thresholds provided in the Articles of Association.

The notification must be made as soon as possible and at the latest within four trading days following the acquisition or disposal of the voting rights triggering the reaching of the threshold. Where the Company receives a notification of information regarding the reaching of a threshold, it has to publish such information within three trading days following receipt of the notification. No shareholder may cast a greater number of votes at a Shareholders' Meeting of the Company than those attached to the rights or securities it has notified in accordance with the Transparency Law at least 20 days before the date of the shareholders' meeting, subject to certain exceptions.

The form on which such notifications must be made, as well as further explanations, can be found on the website of the FSMA (www.fsma.be).

Shareholders

The chart below provides an overview of the shareholders that have notified the Company of their ownership of securities of the Company. This overview is based on the most recent transparency declarations received up until 31 December 2021:

Shareholder Number of shares declared in
transparency declaration
Percentage of shares at
December 31, 2021
Rodolphe de Spoelberch 1,786,841 8.16 %
SFPI 1,353,243 6.18%
EPIMEDE SA 914,347 4.18 %
Chagral Invest SA 406,913 1.86%

Since the realization of the contribution in kind of the imaging division of DMS Group to the Company, the capital structure has been modified substantially. The chart below provides an overview of the shareholders that have notified the Company of their ownership of securities of the Company. This overview is based on the most recent transparency declarations received:

Shareholder Number of shares declared in
transparency declaration
Percentage of shares at
April
29, 2022
Rodolphe de Spoelberch 1,786,841 0.12 %
SFPI 19,317,301 1.30 %
Diagnostic Medical Systems 1,315,789,473 88.33%
EPIMEDE SA 914,347 0.06 %
Chagral Invest SA 406,913 0.03%

Statement required by Article 34 of Royal Decree of 14 November 2007

According to Article 34 of the Royal decree of 14 November 2007, the Company hereby discloses the following items, elements which by their nature would have consequences in case of a public take-over bid on the Company:

  • The share capital of the Company as at 31 December 2021 amounts to € 17,076,221.76 and is fully paid-up. It is represented by 21,892,592 shares.
  • The Company's Articles of Association do not contain any other restriction on the transfer of shares.
  • There are no agreements between the shareholders which are known by the Company and may result in restrictions on the transfer of securities and/or the exercise of voting rights (except for those mentioned under notification of significant shareholdings).
  • There are no holders of any shares with special voting rights.
  • There is no external control over the employee incentive plans; warrants are granted directly to the beneficiary.
  • Each shareholder of the Company is entitled to one vote per share. Voting rights may be suspended as provided in the Company's articles of association and the applicable laws.
  • The rules governing the appointment and replacement of Board members and amendment to articles of association are set out in the Company's articles of association and in the Company's corporate governance charter.
  • The powers of the board of directors, more specifically with regard to the power to issue or redeem shares are set out in the Company's articles of association. The board of directors was not granted the authorization to purchase its own shares to "avoid imminent and serious danger to the Company". The Company's articles of association do not provide for any other specific mechanisms against public takeover bids.

Internal control and risk management systems

The role of the executive directors and of the executive management team is to develop and maintain an adequate control system to assure:

  • the realization of the Company objectives;
  • the reliability of financial information;
  • the adherence to applicable laws and regulations; and
  • monitoring of the internal and external impact of the risks identified by its committees, and the management of the risks identified.

The audit committee has a guiding, supervisory and monitoring role with respect to the executive directors and the executive management team, as regards the development, maintenance and execution of internal controls. The audit committee also (i) assists the board of directors in respect of control issued in general; and (ii) acts as the interface between the board of directors and the external auditor of the Company when needed.

As at 31 December 2021, no internal audit role has been assigned as the size of the Company does not justify a permanent role in this respect. In case needed, internal audit activities will be outsourced from time to time whereby the audit committee will determine frequency of these audits and select topics to be addressed.

Risk analysis

The risks and uncertainties that the Company believes are material are described in a separate section RISK FACTORS.

Financial risk management

Liquidity risk

The Company manages liquidity risk by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Companys main sources of cash inflows at current are obtained through capital increases, subsidies, recoverable cash advances from government and convertible notes.

Interest rate risk

The Company has basically no interest rate risk as the CNs2019 'A' have a fixed interest rate of 3%. Also the turnover independent reimbursements (30%) related to the RCA HDM are carrying a fixed interest rate.

Counterparty risk

As part of the Convertible Plan put in place in July 2018 and 2019, the Company has been exposed to a counterparty risk. Under this plan, the parties taking part to it were committed, under certain conditions, to subscribe to notes to be issued by the Company. If a counterpart had not the economic ability to subscribe to such issuance of notes, the Company would have not succeded in obtaining the committed financing.

Foreign exchange risk

The Company was exposed to foreign currency risks through its operating activities. To date, certain purchase transactions were undertaken in Swiss francs (CHF), in British Pounds (GBP) and in US Dollars (USD). However, the magnitude of purchases in foreign currencies is currently limited; meaning that the Company's exposure to fluctuation of the exchange rate of the concerned currencies into Euro is limited.

Market risk

The Company is not exposed to the evolution of its stock price as it will not do a capital increase and the exchange ratio with DMS Group is independent of the stock price.

Market abuse

With a view to preventing market abuse (insider dealing and market manipulation), the board of directors has established a dealing code. The dealing code describes the declaration and conduct obligations of directors, members of the executive management, certain other employees and certain other persons with respect to transactions in shares or other financial instruments of the Company. The dealing code sets limits on carrying out transactions in shares of the Company and allows dealing by the above mentioned persons only during certain windows. The dealing code is attached to the CGC. The dealing code was amended by the board of directors on February 22, 2019, to expressly prohibit any equity lending from an insider without the prior approval of the board of directors.

As a Belgian listed company and with a view to ensure that investors in shares of the Company have available all information necessary to ensure the transparency, integrity and good functioning of the market, the board of directors has established an information disclosure policy. The information disclosure policy aims to ensure that inside information of which the Company is aware is immediately disclosed to the public. In addition, the information disclosure policy is aimed at ensuring information that is disclosed is fair, precise and sincere, and enables the holders of shares in the Company and the public to assess the influence of the information on the Company's position, business and results.

Remuneration report

Remuneration policy for the board of directors

Only the non-executive directors shall receive a fixed remuneration in consideration of their membership or chairmanship of the board of directors and board committees.

The non-executive directors do not in principle receive any performance related remuneration, nor will any option or warrants be granted to them in their capacity as director. However, upon advice of the Nomination and Remuneration Committee, the board of directors may deviate from the latter principle in the board's reasonable opinion the granting of any performance related remuneration would be necessary to attract or retain directors with the most relevant experience and expertise.

The nomination and remuneration committee recommends the level of remuneration for directors, including the chairperson of the board, subject to the approval by the board of directors and, subsequently, by the shareholders' meeting.

Following the Company's request for judicial reorganization, all board members decided to not receive any payment as from the January 1, 2020. No warrants were granted in the course of 2021.

Remuneration policy for management

The remuneration of the members of the management is determined by the board of directors upon recommendation by the nomination and remuneration committee. The remuneration of the CEO is based on the conditions provided by a services agreement effective from January 1, 2019.

The remuneration of the management is designed to attract, retain and motivate managers.

At this stage, the board has not established a clear remuneration policy for the members of the management and their remuneration has been arrested on a case-by-case basis.

If it is decided by the board of directors to grant warrants or shares to the members of the management, the essential conditions of the concerned plan will be prior approved by the shareholders' meeting.

Remuneration of management

In accordance with Article 3:6 of the Belgian Code for Companies and Associations, this remuneration report includes the amount of the remuneration of, and any other benefits granted to, the Company's CEO, on a broken-down basis.

In the financial year 2021, the Company paid a total remuneration of € 294,000 to SFH SRL in his capacity of CEO. This includes:

  • A fixed remuneration of € 294,000;
  • A variable component of € 0;

Remuneration of the statutory auditor

The Company statutory auditor are RSM Réviseurs d'Entreprises SCRL represented by Luis Laperal.

In 2021, the total amount of the remuneration paid to the statutory auditor was € 20,000 for the audit of the accounts and € 15,750 for the special audit related to the contribution in kind operation with DMS Group.

Securities held by directors and management

The table below provides an overview of the number of shares, warrants and convertible notes held by the directors and executive management at December 31, 2021:

Name Number
of shares
Number of
warrants
Number of
CNs20195
3T Finance SA (related to Yves Désiront) - - 6
Michel Baijot - - -
François Meurgey 28,415 21,320 -
SFPI SA (represented by François Fontaine) 1,353,243 - 6
NOSHAQ SA (represented by Philippe Degeer) 1,288,901 - 15
Hazevoets Frank - 150,000 -

Conflict of interest and related parties

Potential conflicts of interest

Directors are expected to arrange their personal and business affairs so as to avoid conflicts of interests with the Company. Any director with conflicting financial interests (as contemplated by article 7:96 of the Belgian Code for Companies and Associations) on any matter before the board of directors must bring it to the attention of both the statutory auditor and fellow directors and take no part in any deliberations or voting related thereto. The CGC contains the procedure for transactions between the Company and the directors which are not covered by the legal provisions on conflicts of interest. The CGC contains a similar procedure for transactions between the Company and members of the management.

5 One CN2019 represents an investment of € 75,000

All directors have declared that they are not under a position of potential conflicts of interests between any duties to the Company and their private interests and/or other duties.

In 2021, during one board meetings decisions were taken that required the application of the conflict of interests' procedure pursuant to article 7:96 of the Belgian Code for Companies and Associations. The relevant parts of the minutes are copied below.

Minutes of the board of November 25, 2021

The Chairman indicates that the Board of Directors must approve the variable remuneration of Mr. Frank Hazevoets, CEO of the Company and the reduction of his working time from 5 to 3 days per week in December 2021 and to 2 days a week from January 2022.

Prior to the Board's deliberation, SFH SRL, represented by Mr. Frank Hazevoets orally declares to the other members of the Board of Directors: "Sirs, I wish to inform the Board of Directors of the Company that I have directly or indirectly a financial interest that may be conflicting with the interests of the Company with regard to the decision of the present resolution. This interest that may be in conflict with the interest of the Company results from the fact that I am a director of the Company and that the Board of Directors is called to deliberate on my remuneration and of the terms and conditions of my services agreement in my capacity as CEO".

In accordance with article 7:96 of the Belgian Companies and Associations Code (conflict of interest), Mr. Frank Hazevoets will inform the statutory auditor about the existence of this conflict of interests. Mr. Frank Hazevoets then leaves the room.

The Remuneration and Nomination Committee indicates that it met to take a decision on the variable remuneration included in the service agreement of Mr. Frank Hazevoets and the diminution of his working time from December 2021.

The Board of Directors notes that the conditions to allocate the variable package are met and decides, by unanimous vote :

  • To report the calculation of the variable remuneration to a new board meeting
  • That the payment of the variable fee is conditionned by the the realization of the the contribution in kind with DMS

The Board of Directors decides to approve the reduction of the working time and the adjustement of the fixed remuneration prorate temporis.

Other mandates

In the five years preceding the date of this Annual Report, the directors have held the following directorships and memberships of administrative, management or supervisory bodies and/or partnerships (apart from their functions within the Company):

Director Current mandate Past mandate
Michel Baijot White Fund
Radiomics
Antelope Diagnostics
Serum Institute of India
IRE-Elit
Director
Current mandate
Past mandate
Yves Désiront BeBurger SA
Noho.C are SPRL
Pyrocore SA
Pyrocore Ltd
3T Finance SA
3t Portugal SGPS SA
3t PT Investimentos SGPS SA
Tree Digital Factory SAS
Sailsense Analytics SA
FPB Advisory & Services SPRL
YD Advisory & Services SPRL
FYP SA
D&R Cambre SA
Re Finance Consulting SA
TedyBear, SAS
IMI – Imagens Médicas
Integradas, SA
BGP AM GmbH
Sadioc SGPS SA
Visiomed Group SA
François Meurgey Oukelos SPRL
Eyed Pharma SA
UniD Manufacturing
N/A
Philippe Degeer Lasea SA
Diagenode SA
ETT Endotools
Amos SA
EyeDPharma
François Fontaine Certi-fed
Fluxys SA
Fund+
Accessia Pharma SA
Bioxodes
Epimede
Theodorus
Nucleis
Comet sambre
Comet traitement
BioDiscovery 5
SWDE
Industrya
Auxin
Texere
OncoDNA
PDC-Line
White Fund
Kurma diagnostic
Credibe
Sopima
Faktory
IRE-Elit

Related party transactions

The Company has not entered into transactions with its principal shareholders. The Company has entered into transactions with companies relating to directors. More specifically, the Company has entered into the following service agreements with a company related to one director:

• A service agreement executed with SFH SRL, a company linked to Mr. Frank Hazevoets, relating to services of CEO of the Company since December 1, 2020; the consideration for these services is a yearly fee of € 300,000 and a variable remuneration linked to the valorization of the assets of the Company.

Other than those transactions the Company has not entered into any related party transactions with any shareholders or directors or any persons or entities affiliated with any of the shareholders or directors.

FINANCIAL STATEMENTS

EU - IFRS financial statements

General Information

On April 29, 2022 the board of directors generated the financial statements and the statutory financial statements of the Company with respect to the financial year ended on December 31, 2021.

The financial statements of the Company with respect to the financial years ended December 31, 2020 and December 31, 2021 were prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union (IFRS). They have all been audited by the auditor.

This Annual Report, together with the complete version of the statutory financial statements of the Company with respect to the financial year ended on 31 December 2021, the management report of the board of directors on the EU - IFRS financial statements and the statutory financial statements, and the auditor' report on the statutory financial statements are made available on the website of ASIT biotech (www.asitbiotech.com) and can be obtained free of charge.

Certain financial information in this Annual Report has been subject to rounding adjustments and currency conversion adjustments. Accordingly, the sum of certain data may not be equal to the expressed total.

Statement by the board of directors

In accordance with Article 12 §2 3°, a) and b) of the Royal Decree of 14 November 2007 on the obligations of the issuers of financial instruments admitted to trading on a regulated market, the board of directors of the Company states that, to the best of his knowledge:

  • the annual financial statements prepared in accordance with the applicable accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of ASIT biotech SA; and
  • the management report includes a fair review of the development and performance of the business and the position of ASIT biotech SA and of the undertakings included in the consolidation, together with a description of the principal risks and uncertainties that it faces.

IFRS Audited EU – IFRS financial information of the Company for the last 2 years

EU - IFRS statement of financial position (in € '000)

Note 31/12/2021 31/12/2020
ASSETS
Property, plant and equipment 7 35 129
Other long-term receivables 8 1,574 1,917
Non-current assets 1,609 2,046
Other receivables 9 383 233
Other current assets 10 6 8
Cash and cash equivalents 11 1,218 2,851
Current assets 1,607 3,092
Total assets 3,216 5,138
EQUITY AND LIABILITIES
Capital and reserves
Capital 12 17,076 17,076
Share premium 12 38,630 38,630
Cost of capital increase 12 (2,365) (2,365)
Share based payment reserve 13 104 90
Convertible notes specific reserve 14 983 666
Convertible notes – equity component 14 - 317
Accumulated deficit (56,154) (60,049)
Total equity attributable to shareholders (1,725) (5,635)
LIABILITIES
Provision 15 79 132
Financial debt 14 - 273
Non-current liabilities 79 405
Financial debt 14 - 90
Convertible notes 14 3,954 5,292
Trade payables 16 78 4,252
Other payables 17 830 733
Current liabilities 4,862 10,367
Total liabilities 4,941 10,772
Total equity and liabilities 3,216 5,138

EU - IFRS income statement and other comprehensive income (in € '000)

Note 31/12/2021 31/12/2020
Other operating income / (expenses) 18 4,639 92
Research and development expenses 19 - 53
General and administrative expenses 20 (754) (1,043)
Operating gain / (loss) for the period 3,884 (897)
Financial income 22 26 74
Financial expense 23 (15) (539)
Gain / (Loss for) the period before taxes 3,896 (1,362)
Taxes 24 (1) -
Gain / (Loss) for the period 3,895 (1,362)
Other comprehensive income
Comprehensive gain / (lossà for the period 3,895 (1,362)
Gain / (Loss) for the year
Attributable to owners of the Company 3,895 (1,362)
Gains / (Losses) per share (in € per share)
- basic and diluted 29 0,18 (0,06)

EU - IFRS statement of changes in equity (in € '000)

Share
capital
Share
premium
Share
based
payment
reserve
Cost of
capital
increase
Convertible
notes
reserve
Convertible
notes
Equity
component
Accum.
deficit
Total equity
attributable
to the
owners of
the Company
As at December 31, 2019 17,076 38,630 386 (2,365) 666 317 (58,887) (4,176)
Loss of the year (1,362) (1,362)
Share-based payment (296) 200 (97)
As at December 31, 2020 17,076 38,630 90 (2,365) 666 317 (60,049) (5,635)
Transfer 317 (317) -
Gain for the year 3,895 3,895
Share-based payment 14 14
As at December 31, 2021 17,076 38,630 104 (2,365) 983 - (56,154) (1,725)

EU - IFRS statement of cash flows (in € '000)

EU - IFRS statement of cash flows (in € '000)

Note 2021 2020
Gain / (Loss) of the period 3,895 (1,362)
Adjustments
Tax credit on R&D activities 18 - (359)
Other income – De-recognition recoverable cash advance 18 (323) -
Other income – Impact of PRJ 18 (4,358)
Loss / (gain) on disposal of property, plant and equipment 18 (4) 221
Depreciation on property, plant and equipment 7 13 117
Amortization on right to use an asset 7 - 59
Provision for risks and charges (53) -
Share-based payments 13 14 (97)
Financial (income) / expense (excl. translation differences) 7 478
Changes in working capital
Trade receivables, other receivables and other current assets 42 204
Other non-current liabilities, trade payables and other payables (836) (639)
Cash flow from operating activities (1,603) (1,377)
Proceeds from disposal of property, plant and equipment 7 86 175
Tax credit on R&D activities received 8 178 462
Re-imbusement of deposit 14 -
Cash flow from investing activities 278 638
Re-imbursement of leasing debt (57)
Re-imbursement of notes (301)
Interests paid (7) (2)
Cash flow from financing activities (308) (59)
Net increase / (decrease) in cash and cash equivalents (1,633) (798)
Cash and cash equivalents at the beginning of the period 11 2,851 3,649
Cash and cash equivalents at the end of the period 11 1,218 2,851

Notes to the EU-IFRS Financial Statements

Note 1. General information

ASIT biotech was a biopharmaceutical company whose mission was to lead an evolution in allergy therapeutics by creating a new generation of highly effective and efficient immunotherapy treatments for environmental and food allergies. Leveraging our proprietary ASIT+ platform, we intended to deliver a pipeline of best-in-class short course therapies that overcome the risks and limitations of current allergy immunotherapy treatments. Our breakthrough product candidates were intended to deliver recognizable improvement in the quality of life for patients, within weeks rather than months or years following treatment initiation.

Its lead product gp-ASIT+TM, developed for the treatment of allergic rhinitis due to grass pollen, did not meet the primary endpoint in a second Phase III study.

The Company was in a judicial reorganization. Subsequent to the closing date of these financial statements the Shareholders' Meeting of ASIT Biotech approved the contribution of the the imaging business of the DMS Group to ASIT Biotech (see Note 28)

The Company in the past has been funded by a combination of private investors, funds from regional and national authorities, by funds collected as a result of the IPO that took place in May 2016, and in 2018 and 2019 through the issuance of (convertible) notes. In addition, several grants and recoverable cash advances have been awarded to the Company to support its R&D activities.

The financial statements have been authorized on April 29, 2022 by the board of directors of the Company.

Note 2. Summary of significant accounting policies

2.1 Statement of compliance

The financial statements of the Company for the year ended 31 December 2021 have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting standards Board (IASB) and as adopted by the European Union. Annual accounts have been prepared in accordance with IFRS for the first time for the accounting period ending 31 December 2015.

2.2 Principal accounting policies

The principal accounting policies for preparing the financial statements are summarized below.

2.3 Basis of preparation

The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets or liabilities. All entries are made at historical cost, with the exception of the share-based payments (not accounted for in Belgian GAAP), the recoverable cash advances and the derivatives embedded in the convertible notes; which are fair valued.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that the market participants act in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

  • Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
  • Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;
  • Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The following standards and interpretations are published, issued but are not yet effective and have not been applied to the IFRS financial statements of the Company. Some may or may not affect the preparation of future annual reports. The Company will assess full impact of these standards in due course:

Texts endorsed by EFRAG:

  • Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of accounting policies (applicable as from 1/1/2023);
  • Amendments to IAS 8: Accounting policies, change in accounting estimate and errors : Definition of accounting estimates (applicable as from 1/1/2023);
  • IFRS 17 Insurance contracts including amendments to IFRS 17 (applicable as from 1/1/2023);
  • Amendments issued on May 14, 2020, to IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37 Provisions, contingent liabilities and contingent assets and Annual Improvements 2018-2020 (applicable as from 1/1/2022);

Texts not yet endorsed by EFRAG:

• Amendments to IAS 12: Income taxes : Deferred tax assets and liabilities arising from a single transaction (applicable as from 1/1/2023);

It is not expected that the application of the above mentioned IFRS standards, interpretations and amendments will have a significant impact on the financial statements.

2.4 Foreign currency translation

The financial statements are presented in Euro (EUR; €) which is the Company's functional and presentation currency. All values are rounded to the nearest thousand ('000' €; K€), except when otherwise indicated.

Transactions in foreign currencies are recorded at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rates prevailing at that date. Exchange differences arising on the settlement of monetary items or on reporting monetary items at rates different from those at which they were initially recorded during the period or in previous periods, are recognized in the income statement.

2.5 Intangible assets

Research and development costs

Research costs are expensed as incurred. Development costs are recognized as intangible assets, if and only if, all of the following conditions are met:

  • the technical feasibility of completing the intangible asset so that it will be available for use or sale;
  • the intention to complete the intangible asset and use or sell it;
  • the ability to use or sell the intangible asset;
  • how the intangible asset will generate future economic benefits;
  • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
  • the ability to measure reliably the expenditure attributable to the intangible asset during its development.

As at December 31, 2021 the Company has no project; either research or development; going on.

Other intangible assets

Purchased intangible assets, such as patents, licenses and purchased IT, are capitalized if it can be demonstrated that such assets will generate future economic benefits for the Company.

Intangible assets are amortized in accordance with the expected pattern of consumption of future economic benefits derived from each asset. Specifically, intangible assets are amortized on a straight line basis over their estimated useful life.

The Company has at this stage no intangible asset carried on the statement of financial position.

2.6 Property, plant and equipment

Property, plant and equipment are initially recorded in the statement of financial position at their acquisition cost, which includes the costs directly attributable to the acquisition and installation of the asset. Any government grant received with respect to the acquisition of property, plant and equipment is deducted from the acquisition cost of the related asset.

Property, plant and equipment are recorded at their historical cost less accumulated depreciation and impairment, if any.

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful life. The estimated useful life of each category of property, plant and equipment is as follows:

IT and laboratory & manufacturing equipment 3 to 10 years
Leasehold improvements The shorter of rent duration and 10 years
Other 10 years

Property, plant and equipment are derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset, which is the difference between the net disposal proceeds and the carrying amount of the asset, is included in the income statement when the asset is derecognized.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Impairment of intangible assets and property, plant and equipment

At each reporting date, the Company assesses whether there is an indication that an asset may be impaired. If an indication of impairment exists, or when annual impairment testing is required (in the case of goodwill and intangible assets with an indefinite useful life), the Company estimates the asset's recoverable amount. The recoverable amount of an asset is the higher of the assets or cash-generating units (CGU) fair value less costs of disposal and its value in use.

The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered as impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceeds the carrying amount that would have been determined, net of depreciation, had no impairment loss has been recognized for the asset in prior years. Such reversal is recognized in the income statement.

As the Company currently does not generate significant cash-inflows, it is to be noted that the recoverable amount of an asset is determined on basis of its fair value less cost of disposal.

2.7 Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transactions costs that are directly attributable to the acquisition or issue of financial assets and liabilities are added or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

A. Financial assets

The Company has only loans and receivables which are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables include trade receivables and other receivables which are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for shortterm receivables when the effect of discounting is immaterial.

Derecognition

A financial asset is derecognized when the contractual rights to receive cash flows from the asset have expired or when the Company transferred its rights to receive cash flows and substantially all risks and rewards of ownership of the financial asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

Impairment of financial assets

The Company assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred "loss event"), has a negative impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.

The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognized in the income statement.

B. Financial liabilities

All financial liabilities are initially recorded at fair value, net of directly attributable transaction costs, if any.

After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as financial cost in the income statement.

The Company's financial liabilities include non-current liabilities (financial debt) and current liabilities (financial debt, trade and other payables).

Derecognition

The Company derecognizes financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in income statement.

C. Compound financial instruments

A compound financial instrument is a non-derivative financial instrument issued by the Company that contains both a liability and an equity component (e.g. notes issued that are convertible into a fixed number of shares).

When initially accounting for a compound financial instrument the Company:

  • Identifies the various components of the instrument;
  • Determines the fair value of the liability component (see here-after); and
  • Determines the equity component as the residual amount, being the issue proceeds of the instrument less the liability component.

The liability component of a compound financial instrument is determinend at the fair value of a similar liability / debt that does not have an associated equity conversion feature. Practically this is done by determining the net present value of all potentially contractually determined future cash flows under the instrument, discounted at the rate of interest applied by the market at the time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the same terms, but without the conversion option.

The equity component of a compound financial instrument is thus a residual.

Transaction costs incurred for the issuance of a compound financial instrument are allocated to the liability and equity components on a pro rata basis.

Subsequently, the equity component that has been credited direct to equity is not remeasured. The liability component is re-measured in accordance with IFRS 9 meaning that if the financial instruments is not classified as at fair value through profit or loss, it will be accounted for at amortized cost applying the effective interest rate method.

D. (Embedded) Derivatives

Certain debt instruments of the Company contain embedded derivatives such as conversion (or nonconversion) features of issued or committed convertible bonds. Such identified derivatives are separated from the host instrument and fair valued with the change in fair value recognized in the income statement.

The fair value of such derivatives is determined on the basis of a valuation technique which belongs to the Level 3 category of the fair value hierarchy.

Specifically; for the Convertible Plan , the following matters were taken into consideration when determining the fair value of the different conversion (or non-conversion features):

  • whether some features under the control of the Company have an economic value or not for the Company considering its business model;
  • an estimation of the convertible bonds that will be ultimately issued under the plan;
  • the conversion price features;

When issued bonds or notes are converted into shares of the Company; the portion of the fair value of the related converted bonds or notes are re-classified within equity under a specific reserve and no gain or loss is recognized at conversion.

2.8 Equity instruments

Equity instruments issued by the Company are recorded at the fair value of the proceeds received, net of transaction costs.

2.9 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term deposits with a maturity of or less than 3 months, and which are subject to an insignificant risk of changes in value.

2.10 Income taxes

Income taxes include current income tax and deferred income tax.

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities. Tax rates and tax laws that are considered to determine the amount of tax assets or liabilities are those that are enacted or substantially enacted, at the reporting date.

Deferred income tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at reporting date. Deferred tax liabilities are recognized for all taxable temporary differences, except when the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that at the time of the transaction affects neither the accounting profit nor taxable profit or loss.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that at the time of the transaction affects neither accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and tax liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxation authority.

2.11 Employee benefits

The Company did not have any employee during financial year 2021.

A. Short-term employee benefits

Short-term employee benefits include salaries and social security taxes, paid vacation and bonuses. They are recognized as expenses for the period in which employees perform the corresponding services. Outstanding payments at the end of the period are presented within current liabilities (other payables). As the Company employs several scientists dedicated to research activities; it enjoys a relief from personal withholding taxes. This incentive is not presented as other income but as a deduction of the payroll expenses.

B. Post-employment benefits

Post-employment benefits include pensions and retirement benefits for employees, which are covered by contributions of the Company.

The Company has set up a pension scheme for its employees. Under such scheme, the Company pays contributions based on salaries to an insurance company responsible for paying out pensions and social security benefits, in accordance with the laws and agreements applicable in Belgium.

In Belgium, the pension plans are by law subject to minimum guaranteed rate of return, which was until recently 3.25% on employer contributions (for premiums until 31 December 2015) and between 1.75% and 3.75% for subsequent premiums (depending on the evolution of the OLO 10 years rate).

In theory, such pension scheme shall be treated in accordance with IAS 19 "Employee Benefits" as a defined benefit plan. The Company accounts for those plans as defined contribution plans and compare the "walk away liability" or the vested rights at reporting date with the fair value of the plan assets. If the vested rights are higher as compared to the fair value of the plan asset, a liability is recognized for the shortage at the reporting date. Outstanding payments at the end of the period, if any, are presented within current liabilities (other payable).

The Company is of the opinion that the impact of accounting for the pension scheme as a "defined contribution plan" in place of a "defined benefit plan" is not material taking into consideration (i) that all employees left the Company in 2020 and (ii) the average employee seniority with the Company was rather low.

2.12 Share-based compensation

There are several equity-settled share-based compensation plans in place. The fair value of the employee (or Director) services received in exchange for the grant of stock options or warrants is determined at the grant date using a Black & Scholes valuation model.

The total amount to be expensed over the vesting period, if any, with a corresponding increase in the "sharebased payment reserve" within equity, is determined by reference to the fair value of the stock options or warrants granted, excluding the impact of any non-market vesting conditions. At each balance sheet date, the entity revises its estimates of the number of stock options that are expected to become exercisable. It recognizes the impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity over the remaining vesting period.

The proceeds received net of any directly attributable transaction costs are credited to share capital when the stock options or the warrants are exercised.

When warrants granted under a share-based compensation plan are not exercised and have expired, the amount previously recognized under the share-based payment reserve is reclassified to the caption accumulated deficit, within equity.

2.13 Provisions

A provision is set up by the Company if, at the reporting date, the Company has a present obligation, either legal or constructive, as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate of the amount can be made.

2.14 Grants – Recoverable cash advances

Government grants are recognized if there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

The Company receives the support from the Regional Government under the form of recoverable cash advances. Recoverable cash advances are aimed at supporting specific development programs.

When a recoverable cash advance agreement is signed with the Walloon Region, the Company determines the fair value of the amount it will have to reimburse and accounts for it as a financial liability. To determine this fair value, the Company estimates future cash outflows it will have to support considering (i) the probability that the Company will notify the regional government whether it will decide or not to exploit the results of the research phase (ii) the estimation of the timing and the probability of the future sales and (iii) an appropriate discount rate.

Subsequently, at each closing date, the financial liability is accounted at amortized cost using the effective interest rate method considering the initial discount rate. When doing so, the Company reviews at least annually – or more frequently if there are indicators, either positive or negative, the estimation of the timing and the probability of the future sales of the products benefiting from the support of the Walloon Region and, if necessary, adjust the amount of the financial liability accordingly either upwards or downwards against financial expense or income respectively.

Any difference between the cash advance and the fair value of the liability is considered as a government grant and until the cash is received from the Walloon Region a receivable towards the Walloon Region is accounted for.

When the grant is received, it is at first deferred within "Other Payables" under the caption "Deferred Grant Income". Subsequently, the grant is recognized in the income statement under the caption "Other Income" when the amount can be measured reliably, being when the costs eligible to benefit from the support of the Walloon Region are submitted and accepted by the Walloon Region.

2.15 Grants relating to the acquisition of property, plant and equipment

Government grants are recognized if there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received. Such grants are presented as a reduction of the acquisition cost of the related asset.

2.16 Tax Credit relating to R&D expenditures

R&D expenditures of the Company can benefit – subject to the fulfillment of certain conditions – from the so-called Tax-Credit mechanism. This mechanism grants the Company a reduction of its current tax payable for an unlimited period and hence reduces the tax payments, if any. If the Company does not have enough current tax to be paid to benefit from this reduction, the Company will receive in cash, the amount of the Tax-Credit after five years. This Tax-Credit is accounted for in accordance with IAS 20 Government Grants and not IAS 12 Income Taxes (i.e. a receivable is recognized for the amount of the Tax-Credit that the Company is entitled to receive in the future and the counterpart is accounted for within "Other Income" in the income statement). So far, eligible years for the Tax Credit are 2014, 2015, 2016, 2017, 2018 and 2019.

2.17 Leases

Lease arrangements are accounted for in accordance with IFRS 16 "Lease Contracts" as from January 1, 2019. When applying IFRS 16 for the first time, the Company applied the simplified retrospective approach i.e. as if the lease contracts were entered into as at January 1, 2019. As a consequence; no restatement of the comparatives figures has been carried out and there is no impact on the opening equity as at January 1, 2019.

The Company does not apply IFRS 16 to lease contracts with a lease term shorter than one year (renewal options considered) and to lease contracts of assets having an insignificant value.

In accordance with IFRS 16, at commencement of a lease arrangement; a right-to-use the asset subject of the lease arrangement is accounted for and a leasing debt is recognized to reflect the obligation of the Company to pay the lease over the non-cancellable term of the lease. The initial amount accounted for corresponds to the present value of the lease payments to be made over the non-cancellable lease term. Subsequently; the right-to-use the related asset is depreciated over the non-cancellable lease term.

2.18 Borrowing costs

Borrowing costs are expensed as incurred as there is no qualifying asset for which capitalization of borrowing costs may be required.

2.19 Revenue

As of today, the Company has only incidental revenue. The Company will develop accounting policies when it will begin to generate material revenues.

2.20 Segments

Until date, all Company's activities were related to research and development and as a consequence, there was only one operating segment. The reporting to the decision maker is currently done at the global level.

Assets of the Company are located in the country of domicile per 31 December 2021.

Note 3. Capital management

Capital comprises equity attributable to shareholders, borrowings and cash and cash equivalents. The Company's policy is to maintain a strong capital base in order to maintain investor confidence in its capacity to support the future development of its operations. The Company's objectives when managing capital are to maintain sufficient liquidity to meet its working capital requirements and fund capital investment in order to safeguard its ability to continue operating as a going concern.

The Company monitors capital regularly to ensure that the legal capital requirements are met and may propose capital increases to the shareholders' meeting to ensure the necessary capital remains intact.

Note 4. Management of financial risks

4.1 Financial risk factors

The Company's activities expose it to a variety of financial risks such as liquidity risk.

4.2 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company's activities may expose it to changes in foreign currency exchange rates and interest rates. The Company is not exposed to any equity price risk or commodity price risk as it does not invest in these classes of investments.

4.3 Foreign exchange risk

The Company may be exposed to foreign currency risks through its operating activities. To date, certain purchase transactions were undertaken in Swiss francs (CHF), in British Pounds (GBP) and in US Dollars (USD). However, the magnitude of purchases in foreign currencies is currently limited; meaning that the Company's exposure to fluctuation of the exchange rate of the concerned currencies into Euro is limited. In the future, as the developments progress and particularly in view of the commercialization of the product candidates, the foreign exchange risk may significantly increase, especially the foreign exchange risk linked to the USD.

4.4 Counterparty risk

As part of the Convertible Plan put in place in July 2018 and 2019, the Company has been exposed to a counterparty risk. Under this plan, the parties taking part to it were committed, under certain conditions, to subscribe to notes to be issued by the Company. If a counterpart had not the economic ability to subscribe to such issuance of notes, the Company would have not succeded in obtaining the committed financing.

4.5 Liquidity risk

The ability of the Company to maintain adequate cash reserves to support its activities in the short and medium term is highly dependent on the Company's ability to raise additional funds and / or to find agreements with its debtors As a consequence, the Company is exposed to significant liquidity risk in the short and medium term.

2021 2020
(In EUR 000) Convertible
notes
Financial
debts
Trade &
Other
payables
Provisions Convertible
notes
Financial
debts
Trade &
Other
payables
Provisions
Less than 1 month 3954 908 5.292 4.985
Less than 1 year 90
1 - 5 years 79 217 132
More than 5 years 56
TOTAL 3.954 0 908 79 5.292 363 4.985 132

Analysis of contractual maturities of financial liabilities at December 31, 2021 is as follows:

Note 5. Fair value

The carrying amount of cash and cash equivalents, trade receivables, other receivables and other current assets approximate their value due to their short-term character.

The carrying value of financial debts, trade payables and other payables approximates their fair value due to the short-term character of these instruments.

The fair value of financial debts (non-current and current) is evaluated based on their interest rates and maturity date. These instruments have fixed interest rates, or no interest rate and their fair value measurements are subject to changes in interest rates. The fair value measurement is classified as level 2.

The fair value measurement of the derivatives embedded in the convertible bonds is classified as level 3.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:

Level 1: quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2: valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

Level 3: valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The value of financial assets and liabilities is summarized in the following table (in 000's €):

Carrying value Fair value
(In EUR 000) 31-12-21 31-12-20 31-12-21 31-12-19
Other long - term receivables 1.574 1.917 1.574 1.917
Trade and other receivables 389 233 389 233
Other current assets 6 8 6 8
Cash and cash equivalents 1.218 2.851 1.218 2.851
Financial debt 363 363
Convertible notes 3.954 5.292 3.954 5.292
Provision 79 132 79 132
Trade and other payables 908 4.985 908 4.985

Note 6. Critical accounting estimates and assumptions

When preparing the financial statements, judgments, estimates and assumptions are made that affect the carrying amount of certain assets, liabilities and expenses. These include the going concern assessment, the share-based payment transactions, the accounting for research and development expenses, the recoverable cash advances received, the accounting treatment of convertible notes and deferred taxes. These judgments, estimates and assumptions have been reviewed for each year and are reviewed on a regular basis, taking into consideration past experience and other factors deemed relevant under the then prevailing economic conditions. Changes in such conditions might accordingly result in different estimates in the Company's future EU - IFRS financial statements.

6.1 Critical judgements

The financial statements have been prepared on a going concern basis.

At the end of November 2019, the Company announced the below threshold efficacy result of its lead product gp-ASIT+TM in a second phase III trial leading to the termination of its main activity. Immediately following these results, the Company has taken all measures required to minimize the future operating expenses.

As at December 31, 2021, the cash position of the Company amounted to € 1.22 million and the Company had no financing instruments available.

At the date of publication of this Annual Report, based on the contribution in kind realized with DMS Group and the choice of certain creditors to opt for the conversion scenario, the Company expects that it does have sufficient working capital to cover its working capital needs for a period of at least 12 months following the date of publication of this Annual Report.

6.2 Critical accounting estimates and assumptions

Share-based payments The Company has several equity-settled, share-based payment plans in place. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the option plan. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

Research and development expenses

In line with market, the Company is of the opinion that research and development expenditures do not meet the capitalization criteria until successful completion of Phase III is achieved which in principle will not be achieved.. Accordingly, no research and development asset has been recognized in the financial statements of the Company.

Deferred tax assets

As a result of significant losses incurred by the Company, the Company enjoys tax losses that can be carried forward. However, no deferred tax asset has been recognized at this stage, as it cannot be demonstrated that the tax losses will be compensated by future taxable income in the foreseeable future.

Recoverable cash advances and government grants

The Company benefits from recoverable cash advances granted by the Walloon Region. Recoverable cash advances are aimed at supporting specific development programs and typically functions as follows:

  • An agreement is concluded with the Regional Government consisting in three distinct phases being a research phase, a decision phase and an exploitation phase.
  • During the research phase, the Walloon Region supports part of the costs incurred by the Company for a specific development program (up to 55% of an agreed budget). At the start of the program, the Walloon Region, makes a first down-payment of 30% of the agreed budget (the so-called "avance fonds de roulement"). During the Research Phase; which typically lasts two years, the Walloon Region pays additional amounts to the Company, as the program is realized by the Company. The additional payments are made on basis of costs statements submitted by the Company and accepted by the Walloon Region.
  • At the end of the research phase, there is a decision phase of six months, allowing the Company to decide whether or not it will exploit the results of the research phase.
  • If the Company decides not to exploit the results of the research phase, it has to notify the Region and transfer to the Region the rights associated with the research phase. Accordingly, the advances received are not to be reimbursed at all.
  • If the Company, decides to exploit the results of the research phase, it will enter into the exploitation phase. Such decision triggers the following obligations towards the regional government:
    • o 30% of the total cash advance received has to be reimbursed unconditionally in accordance with a reimbursement plan (typically covering a period of ten years);
    • o The Company has to pay to the regional government royalties based on the sales that will be generated by the products that have benefited from the cash advance (and this for a period of up to ten years);
    • o The maximum amount the Company may have to pay in accordance with this mechanism is capped to twice the total amount of the cash advance received.

A recoverable advance is thus in substance partly a financial liability of the Company towards the Walloon Region and partly a grant (if it is estimated that the amount initially received from the Walloon Region will eventually exceed the financial liability estimated by the Company). The amount of the financial liability that the Company recognized in its previous financial statements was thus subject to a high degree of subjectivity and required a.o. the Company to make estimates of the future sales it may derive in the future from the products that benefited from the support of the Walloon Region. Considering that the Company announced in November 2019 the below threshold efficacy result of its lead product gp-ASIT+TM in a second phase III trial, the assumptions the Company considered with respect to the royalties to be paid in the future; which were based on an estimation of potential sales in 2026 and 2027 may not materialize in the future.

Convertible notes – issued in 2019

In July 2019 the Company raised € 5,025,000 through the issuance of convertible notes. When analyzing the conversion features of these convertible notes the Company concluded that the convertibles notes consisted in a compound financial instrument.

Accordingly an equity component and a liability component have been determined for the convertible notes.

The liability component has been estimated at € 4,697,936 by calculating the net present value of a liability of similar amount and term discounted at 8%; representing the interest rate that the market would have charged to the Company at the time of issuance of the notes considering a.o. the credit status of the Company. The equity component is thus € 327,064 being the residual between the gross proceeds of € 5,025,000 and the liability component of € 4,697,936.

Transaction costs of € 150,000 incurred have been allocated on a prorate basis to the equity component (€ 9,763) and to the liability component (€ 140,237).

Interests on these notes were accrued during 2019 and 2020. As at December 31, 2020 the convertible notes matured and a debt amounting to € 5.292.248 has been reflected in the statement of financial position.

In 2021; an agreement has been reached with the holders of the Convertible Notes which led to a decrease of the carrying amount of the convertibles notes; amounting as at December 31, 2021 € 3.954.134.

The equity component of € 327.064 has been transferred to another reserve within equity as the notes will never converted into shares of the Company.

Note 7. Property, plant and equipment and right to use an asset

7.1 Property, plant and equipment

Property, plant and equipment are summarized in the following table (in 000's €): os TABLEAU AMO JOHAN

ICT
Equipment
Lab
Equipment
Furniture
and fixtures
Leasehold
improvement
Total
Net book value end 2019 26 532 25 28 611
ICT Lab Furniture Leasehold
Equipment Equipment and fixtures improvement Total
2020
Disposals (13) (340) (10) (2) (364)
Depreciation (7) (92) (13) (5) 117
Net book value 6 100 2 21 129
2021
Disposals (6) (53) (2) (21) (82)
Depreciation - (13) - - (13)
Net book value - 34 - - 34
Cost - 190 - - 190
Accumulated depreciation - (155) - - (1,155)
Net book value - 34 - - 34

At the exception of few equipment all other items of property plant & equipment have been disposed during 2021.

7.2 Right to use an asset

As at January 1, 2019, a right-to-use an asset has been accounted for an amount of € 118,089 with a similar leasing debt; assuming that the lease of the Liège building was presumed to end in February 2021 considering the non-cancellable lease term. The initial amount accounted for corresponds to the net present value of the lease payments to be made over the remaining non-cancellable lease term. When determining the net present value of the lease payments a 8% discount rate has been applied. The right-to-use the asset is amortized on a straight-line basis over the remaining non-cancellable lease term. In 20220 an amortization charge of € 59,045 has been accounted for (€ 49,204 in 2019).

Considering the fact that the projects undertaken by the Company have been stopped, the Company agreed with the landlord to early terminate the lease of the Liège building as at December 31, 2020. Accordingly,the lease has been de-recognised in the financial statements as at December 31, 2020. This derecognition led to a gain of €11.000, included within "other income" (see note 19).

Note 8. Other long-term receivables

Other long-term receivables are summarized in the following table (in 000's €):

31/12/2021 31/12/2020
Deposits 3 16
Tax credit related to R&D expenditures 1,571 1,900
Total other long-term receivables 1,574 1,917

Considering the activities of the Company, ASIT biotech is eligible to benefit from a cash refund from the tax authorities, notwithstanding the taxable position of the Company, calculated as a percentage of the expenditures made by the Company for certain R&D activities. The receivable recognized in the 2020 statement of financial position with respect to this incentive, amounted to € 2,078 (000's) and related to expenditures made over the years 2016 until 2019. The receivable relating to the 2016 eligible activities will fall due in 2021 and has been recognized for an amount of € 178 (000's) among other current receivables and has been cashed in during 2021.

In 2021; the receivable relating to the 2017 eligible activities and that will fall due in 2022 (i.e. € 328 '000) is presented among current other receivables. See here-after.

Note 9. Other receivables

Other receivables are summarized in the following table (in 000's €):

31/12/2021 31/12/2020
VAT receivable 54 54
Other 328 178
Other receivables 382 366

As at December 31, 2020, the other receivables include the tax-credit incentive relating to the R&D activities of 2016. As at December 31, 2021 it includes the tax-credit incentive relating to the R&D activities of 2017.

Note 10. Other current assets

Other current assets relate to prepaid expenses and accrued income which amount to €6,000 and €8,000 as at December 31, 2021 and 2020.

Note 11. Cash and cash equivalents

Cash and cash equivalents are summarized in the following table (in 000's €):

31/12/2021 31/12/2020
Savings accounts 796 1,796
Current accounts 424 1,055
Total cash and cash equivalents 1,218 2,851

Note 12. Capital, share premium and cost of capital increase

In the course of 2019, 11 capital increases were realized. As a result 3,495,744 new shares were issued and the share capital increased to € 17,076,221 represented by 21,892,592 shares at December 31, 2019. The share premium amounted to € 38,629,860.

Capital is unchanged in 2021 and 2020 compared to 2019.

A full detail of the history of capital can be found in the section CORPORATE GOVERNANCE under Shares and shareholders titled "History of share capital".

Note 13. Share based compensation

Over the years, the Company has set up various warrants' plans, which have been accounted in accordance with IFRS 2 "Share-based payments".

As at December,31 2021 and 2020, only some of the warrants granted under the 2018 plan and under the 2019 plan approved by the Extraordinary Shareholders' meeting are outstanding.

13.1 2018 Warrant Plan

On June 15, 2018, the board of directors decided, under the authorized capital, to issue 1,250,000 warrants to be allotted to personnel members, managers and board of directors' members, on the basis of a plan characterized as follows: (i) an exercise price that is the lowest between (a) the average course of the share during the 30 days preceding the offer of the warrants and (b) the latest course of closing preceding the offer date, it being understood that the exercise price of the warrants granted to the beneficiaries who are not members of staff may not be lower than the average share price during the 30 days preceding the day on which the emission started (ii) each warrant gives the right to subscribe to one new share, (iii) an exercise period of 10 years for employees and 5 years for non-salaried employees, (iv) the warrants are granted for free, and (v) the warrants are subject to a three-years and six-months employment condition:

  • if at the end of the first calendar year following the warrants' offering (i.e. as at 31 December 2019), a beneficiary of the warrants is still employed by the Company, 33% of the granted warrants are considered as acquired by the beneficiary;
  • if at the end of the second calendar year following the warrants' offering (i.e. as at 31 December 2020), a beneficiary of the warrants is still employed by the Company, 66% of the granted warrants are considered as acquired by the beneficiary; and
  • if at the end of the third calendar year following the warrants' offering (i.e. as at 31 December 2021), a beneficiary of the warrants is still employed by the Company, all of the granted warrants are considered as acquired by the beneficiary.

At 31 December 2019, 345,000 of these warrants have been allocated, and 120,000 warrants were outstanding. Considering departures in 2020, as at 31 December 2020, 20,000 warrants are outstanding. As a consequence an amount of € 33,017 previously expensed and recognized within the share-based payment reserve has been reversed in the 2020 income statement.

The number of warrants outstanding as at end 2021 does not change compared to 2020 and an expense of €2 ('000) has been recognized in 2021.

Number of
distributed
warrants
Number of
accepted
warrants
Number of lost
warrants
(reallocable)
Number of
outstanding
warrants
Exercise
price (€)
Expiry date
2018 Incentive Plan 345,000 345,000 325,000 20,000 3.65 31/12/2023
Total 345,000 345,000 325,000 20,000

13.2 2019 Warrant Plan – Plan approved by the extraordinary general meeting

On June 28, 2019, the extraordinary general meeting decided to issue 434,240 warrants to be allotted to personnel members, managers and board of director members on the basis of a plan characterized as follows: (i) each warrant could be exercised for one share (ii) the warrants are granted for free, i.e. no consideration is due upon the grant of the warrants, (iii) the warrants have a term of five years since the grant, (iv) the warrants can be exercised during two specified periods and (v) the warrants are subject to a three-years vesting period.

At December 31, 2019, 434,240 of these warrants have been allocated and accepted, and 306,600 warrants were outstanding. As at December 31, 2020 and 2021, 151.320 warrants are outstanding. For this plan, a net charge of € 13,267 has been accounted in the 2020 income statement and of € 12 ('000) in the 2021 income statement.

Number of
distributed
warrants
Number of
accepted
warrants
Number of lost
warrants
(reallocable)
Number of
outstanding
warrants
Exercise
price (€)
Expiry date
2019 Incentive Plan 300,000 300,000 300,000 - 1.3310 31/12/2024
2019 Incentive Plan 459,240 434,240 282,920 151,320 1.2324 31/12/2024
Total 759,240 734,240 582,920 151,320

Accounting for share-based payment

The fair value of each option or warrant is estimated on the date of grant using the Black & Scholes model and the following assumptions:

Plan 2018
Number of warrants granted 345,000
Exercise price € 3.65
Expected dividend yield 0%
Expected stock price volatility 35%
Risk-free interest rate -%
Expected duration 5 years
Forfeiture rate 0%
Fair Value € 383,000

Plan 2019 (plan approved by the extraordinary general meeting)

Number of warrants granted 434,240
Exercise price € 1.2324
Expected dividend yield 0%
Expected stock price volatility 35%
Risk-free interest rate -0.67%
Expected duration 4 years
Forfeiture rate: 0%
Fair Value € 141,000

As a consequence of the departure of almost all personnel in 2020 most warrants granted previously have been forfeited. The accounting of the different plans resulted in a positive amount of € 97,000 in the income statement of 2020.

In 2021 an expense of €14,000 has been accounted for.

Note 14. Financial debts

The financial debts relate to the recoverable cash advances received from the Walloon Region (see 15.1) and to the (convertible) notes issued in 2018 and 2019 (see 15.2). They are summarized in the following table (in 000's €):

31/12/2021 31/12/2020
Non-current cash advances received - 273
Current cash advances received - 90
Convertible notes 2018 50 50
Convertible notes 2019 'A' 3,954 5,242
Total 3,954 5,655

14.1 Recoverable cash advances received

House dust mite allergy recoverable cash advance (RCA HDM)

In December 2015, the Walloon Region granted a subsidy consisting in a refundable advance amounting to € 1,254,000 for the development of the house dust mite treatment. The Company received € 314,000 in December 2015 and € 815,000 in 2016. The balance of € 125,000 was received in the course of 2018.

The refundable cash advance covered a maximum of 55% of eligible expenses incurred by the Company during a research phase of two years for the development of the house dust mite treatment. This cash advance is not bearing any interest. Pursuant to that agreement, a decision from the Company, between 2017 and 2026 to proceed with the commercialization of the product resulting from the subsidized R&D program would trigger the non-revocable repayment of 30% of the advance granted for an amount of € 376,000. In addition, the Walloon Region is entitled to the payment of a fee equivalent to 0.12 % of the sales amount during the first 120 months of commercial exploitation. The total amount payable by the Company to the Walloon Region is capped to twice the initial refundable advance amount or € 2,508,000 considering the first repayment of 30%.

Given the below threshold efficacy results of its product candidate for the treatment of grass pollen allergy based on a mix of peptides only, management has revised its forecast of expected sales of the product candidate to treat house dust mite allergy and hence reduced its obligations to pay royalties during the first 120 months of commercial exploitation. Potential sales are now expected to start in 2026. Accordingly the amount of the recoverable cash advance has been reviewed downwards by € 128,000 to € 336,513 as at December 31, 2019. This assumption has been maintained in the preparation of the 2020 financial statements.

As at December 2021 as a result of an agreement with the Walloon Region the debt has been de-recognized and considering the amounts paid during the year an income of € 299 ('000) has been accounted for in the statement of comprehensive income.

Food allergies recoverable cash advance (RCA FOOD)

The Company was granted on January 12, 2017 a refundable cash advance of about € 6,000,000 from the Walloon Region to finance 55% of its food allergy drug development program. The conditions attached to this grant are in substance similar to the ones for the house-dust mite program as described above; except of the fact that the percentage of the royalties to be paid during the exploitation phase is set to 0.11% of the future sales of the related product. The total amount to be paid by the Company to the Walloon Region is capped to twice the amount that the Company will enjoy from the Walloon Region. If the Company decides to exploit the results of the research program currently undertaken; in 2019 and beyond; this would trigger the obligation for the Company to reimburse 30% of the cash advance (and this over a ten-years period). Royalties' payments will only occur if the Company is able to bring the product designed up to commercialization.

With respect to this agreement, it has been considered that no debt had to be recognized as the Company will not pursue with the exploitation of the results of the research phase or not. Accordingly, the amount of this cash advance, is accounting-wise treated as a government grant in accordance with IAS 20. As at December 31, 2020 an amount of € 732.000 has been accounted for among other payables as a grant received but deferred (see note 18). This position has been maintained in the statement of financial position as at December 31, 2021.

14.2 Convertible notes 2018 (CNs2018)

On July 10, 2018, the Company raised € 12,000,000 through a private placement of convertible notes, the CNs2018. The net proceeds of this offering were aimed at supporting the clinical development of the product candidates of the Company and especially the second Phase III study in Europe of its lead product gp-ASIT+TM for the treatment of grass pollen allergy.

In this context, the Company issued 240 CNs2018 at an issuance price of € 2,500 each and 4,560 subscription rights to subscribe to 4,560 additional CNs2018 under certain terms and conditions.

The following conditions were attached to the CNs2018:

  • The CNs2018 did not bear any coupon and had a maturity date of twelve months as from issuance.
  • The CNs2018s were convertible into ordinary shares at the holders' convenience before maturity or automatically converted on the maturity date at the conversion price being equal to 92% of the volume-weighted average price over the trading day preceding the holder's request of conversion or maturity date, providing that such price may not be lower than € 1.1368.
  • The Company had the right to redeem the CNs2018 at a price of € 2.600 instead of issuing new shares.
  • The subscription of one CN2018 gave the right to any subscriber to receive, for free, nineteen subscription rights.
  • Each subscription right gave the right to subscribe to one new CN2018 at any time during a period of 19 months after their issuance, at an exercise price of € 2,500 per CN2018. The Company had the possibility, however, to oblige the holders of those subscription rights to exercise at least 1 of the 19 subscription rights every 30 calendar days. This right of the Company was however suspended if, and for the duration of, the stock price fell under € 1.1368.

A total of € 12 million has been committed during the offering that took place, payable to the company in 20 equal tranches over a period of 20 months.

Considering the conversion features of these CNs2018 it was considered appropriate to consider them as a debt instrument and, at inception of the plan, to treat the different conversion (or non-conversion) features as derivatives and to fair value them.

In 2018, a total of 1,680 CNs2018 were subscribed for a total amount of € 4.20 million. Out of these 1,680 CNs2018, 1,335 were converted into ordinary shares of the Company. Accordingly, as at December 31, 2018, 345 CNs2018 were still outstanding.

In 2019, a total of 1,404 CNs2018 were subscribed for a total amount of € 3.51 million and a total of 1,729 CNs2018 were converted into shares. As at December 31, 2019, 20 CNs2018 were still outstanding. This has not changed over 2020.

Given the below threshold of the efficacy results of the second phase III trial announced end 2019, the stock price of the Company fell significantly below the € 1.1368 threshold, having the consequence that the holders of the remaining subscription rights were freed from their commitment to further subscribe to CNs2018. Accordingly, the remaining balance of the fair value of the conversion feature of the plan that was initially recognized at inception of the plan has been reversed through the statement of comprehensive income for an amount of € 377,391 in 2019.

Amount in the statement of financial position as at January 1, 2019 1,615,761
Proceeds from the issuance of CNs2018 in 2019 3,510,000
Nominal value of CNs2018 converted into new shares (4,322,500)
Reversal of outstanding fair value of conversion feature (377,391)
Fair value of the conversion feature in equity at conversion (375,870)
Amount in the statement of financial position 50,000

The financial statement of the Company was impacted as follows in 2019 (in €):

No movement took place in 2020 and 2021.

The outstanding balance of 50,000 € as at December 31, 2021 has been reallocated to current liability and should be converted into capital as planned in the PRJ.

14.3 Convertible notes 2019 (CNs2019)

In July 2019, the Company completed a private placement of convertible notes for a total amount of € 9,225,000, the CNs2019. These notes were divided into two parts with the aim of minimizing the dilution of existing shareholders and limiting the risks for investors. The first part of € 5,025,000 was paid-up at issuance to cover the cash needs to the end of 2019 and the second part of € 4,200,000 would be paid-up upon publication of all satisfactory primary endpoints from the latest phase III study.

As a result 67 CNs2019 were issued and paid-up immediately, the CNs2019 'A'. As the conversion features of these CNs2019 'A' allowed for the conversion of the notes into a fixed number of shares; the net proceeds of € 4,875,000 (as € 150,000 of issuance costs have been supported by the Company) have been apportioned between an equity component (€ 317,301) and a liability component (€ 4,557,699) at initial recognition of the notes.

The conversion feature of the CNs2019 'A' was subject to the outcome of the results of the latest phase III study, which have been announced in November 2019. As these results are below the efficacy threshold, in accordance with the terms of the notes; the notes are not to be converted into shares but are to be reimbursed at maturity (i.e. December 31, 2020) and are bearing a 3% annual interest rate. As at December 31, 2019 an amount of € 208,101 has been accrued corresponding to the interest charge calculated at the effective interest rate, which has been estimated at 10,00% considering the above mentioned issuance costs, meaning that the notes were carried at the balance sheet for an amount of € 4,765,801. In 2020 a further amount of € 476,445 has been accrued resulting in the notes being carried in the statement of financial position for an amount of € 5,242,246. These notes have not been re-imbursed as at December 31, 2020.

As the issuance of the 56 CNs2019 'B' was contingent on the positive results of the latest phase III study, these notes will not be issued.

In 2021; following an agreement reached with some holders of the CNs 2019; the debt accounted for in the statement of financial position has been reduced to by € 1,036,830 with as a counterpart the caption "other income" in the statement of comprehensive income. Considering re-imbursements made during the year and amounting to € 301,284 the outstanding balance of the CNs 2019 as at December 31, 2021 is € 3,904,134.

Note 15. Provision

A provision amounting to € 132 ('000) and relating to a litigation provision with the former CEO of the Company has been accounted for in the statement of financial position as at December 31, 2020. In the preparation of the 2021 financial statements the amount of the provision has been reviewed downwards to € 79,000. See also Note 25 for more information.

Note 16. Trade payables

Trade payables as at the end of each financial year can be presented as follows (in 000's €):

31/12/2021 31/12/2020
Payables 58 4,167
Invoices to be received 19 85
Total 77 4,252

The balance has significantly decreased in 2021 following the so-called PRJ procedure which led to a gain of € 3,281 ('000) and presented within other income in the statement of comprehensive income.

Note 17. Other payables

Other payables can be presented as follows (in 000's €):

31/12/2021 31/12/2020
- (57)
58 58
732 732
789 733

The Company did receive in the past an investment grant for the Liège building for a total amount of € 58 ('000). This grant was initially accounted for as a deduction of the acquisition cost of the related assets. As at December 31, 2020 the employment condition attached to this grant is not met, the grant is considered to be re-imbursable.

The other payables comprise a deferred grant income of € 732 ('000) as at December 31, 2021 and 2020 related to the RCA FOOD. Under the RCA FOOD, the Company received an amount of € 1,650,142 as working capital. In 2018 € 458,373 and in 2019 € 459,907 was recognized as other income meaning that an amount of € 731,862 was accounted for among deferred grant at December 31, 2019. No change took place in 2020 and in 2021. The initial idea to extend the duration of the RCA FOOD was abandoned. The Company has submitted the final report of the RCA FOOD to the Walloon Region. For a total amount of € 896 ('000) expenses were submitted. The closure of the RCA FOOD will be executed after the closure of the PRJ. Based on initial discussions and a first review with the Walloon Region, the Company expects that an amount of € 732 ('000) could be accepted of which 55% is financed under the RCA FOOD. As a result the deferred grant income would be reduced to 329 ('000) and this amount have to be reimbursed to the Walloon Region. Once the final review of the Walloon Region has taken place, the final amount will be known.

Note 18. Other income and expenses

In 2021 other income amounts to € 4,698,447 and consists of the following:

  • A gain on the de-recognition of the recoverable cash advance amounting to € 324,373;
  • The impact of agreements reached with debtors of the Company which to the partial de-recognition of accounts payable and CNs 2019 and totalling € 4,318,266 allocated between holders of CNs 2019 (€ 1.036.830) and suppliers (€ 3.281,436);
  • An income of € 40,000 relating to a remittance on a fine;
  • Gains on disposal of items of property, plant & equipment for an amount of € 4,235;
  • Other items for 11,569 €

In 2020 other income amounted to € 380,368 and consisted of the following:

  • Additional income recognized with respect of R&D investment tax receivable for an amount of € 358,808 (see notes 8 and 10);
  • Gains on disposal of items of property, plant & equipment for an amount of € 10,026;
  • A gain on the de-recognition of the lease contract of the Liège building for an amount of € 11,534.

In 2021 other expenses amount to € 59,858 and consist of the following:

  • A fine for € 22,500;
  • Other items for € 37,358.

In 2020 other expenses amounted to € 288,504 and consisted of the following:

  • Losses on disposal of items of property, plant & equipment for a total amount of € 242,204;
  • € 45,695 relating to the investment grant of the Liège Building that is re-imbursable as the Company does not fulfill anymore the employment condition associated with this grant;
  • Other immaterial items for € 605.

Note 19. Research and development expenses

No Research and development activities were entered into in 2021. 2020 costs can be summarized as follows (in 000's €):

31/12/2021 31/12/2020
Staff costs - (152)
Share-based payment - 45
Studies & analyses - 485
Laboratory supplies - (15)
Depreciation and amortization - (119)
Rent - (20)
Patents - (120)
Facilities - (23)
External advice - -
Other - (27)
Total research and development costs - 53

R&D expenses in 2020 amounted to only € 53 ('000). Main drivers are the Staff costs (see note 22) and the studies & analysis expenses. The Company has stopped all activities in the allergy field and just finalized its ongoing obligations under the Phase III study. The Company was also able to avoid certain study related expenses that prudently were foreseen in 2019 as invoices to be received. As a result, the amount of Studies & analysis is € 485 ('000) in positive instead of € 136 ('000) in negative.

Note 20. General and administrative expenses

General and administrative expenses can be summarized as follows (in 000's €):

31/12/2021 31/12/2020
Staff costs (301) (534)
Share-based payment (14) 53
External advice (294) (306)
Facilities (62) (85)
ICT (15) (12)
Depreciation and amortization expense (13) (57)
Rent (2) (26)
Other (52) (75)
Total general and administrative expenses (754) (1,043)

Note 21. Staff benefits

Staff benefits can be summarized as follows (in 000's €):

31/12/2021 31/12/2020
Remuneration (294) (734)
Social charges (7) 1
Fringe benefits (12)
Pension scheme (16)
Share-based payment (14) 97
Holiday pay accrual 77
Other (2)
Total staff benefits (315) (589)

Staff benefits decreased significantly; considering that the Company put to an end its research & development projects in 2020, meaning that all employees left the Company during the course of 2020. This led a.o. to the cancellation of warrants granted to employees in the past years (and accounting wise to the reversal of amounts previously expensed in this respect) and to the reversal of the holiday pay accrual outstanding as at December 31, 2019.

The social charges as reported above in 2020 include an amount of € 31,020 (negative amount) of relief of payment of the personal withholding taxes for 2019.

The pension scheme expense recognized in the EU - IFRS income statement relates to the contributions made by the Company under the pension scheme in place and amounts to € 16,000 in 2020 – nihil

Note 22. Financial income

Financial income can be summarized as follows (in 000's €):

31/12/2021 31/12/2020
Exchange and translation differences 26 74
Total financial income 26 514

Note 23. Financial expense

Financial expense can be summarized as follows (in 000's €):

31/12/2021 31/12/2020
Interests on CN2019 'A' (476)
Un-discounting of RCA liabilities (27)
Exchange differences (8) (27)
Other (7) (9)
Total financial expense (15) (539)

See Note 14.3 for more details.

Note 24. Taxes

Tax expense for the year can be reconciled to the accounting loss as follows (in 000's €):

31/12/2021 31/12/2020
Gain / (Loss) before taxes 3,895 (1,362)
Income tax calculated at 25% (985) 340
Tax exempt other income 1,080
Effect of unused tax losses not recognized as
deferred tax asset
(95) (340)
Income tax expense (profit) recognized in
income statement
(1) -

The tax rate used in the reconciliation is the corporate tax rate of 25% applicable in Belgium.

Other income relating to the agreement reached with debtors of the Company and amounting € 4,318 '000 within the framework of the so-called PRJ is tax-exempt.

Unrecognized deferred tax assets

Due to the uncertainty surrounding the Company's ability to realize taxable profit in the future, the Company has not recognized any deferred tax assets on tax losses that can be carried forward and on notional interest deductions. Tax losses of the Company that can be carried forward amount to approximately € 67.7 million as at December 31 2021 and € 67.3 million as at December 31, 2020. Tax losses that can be carried forward are determined on the basis of the statutory financial statements and local Belgian tax rules. Accordingly, the yearly variations in tax losses carried forward cannot be compared to the IFRS results for the same period. In Belgium, tax losses can be carried forward indefinitely.

Note 25. Contingencies

In April 2019, the former CEO Mr. Thierry Legon initiated a legal procedure against the Company in order to obtain from the latter the payment of a termination indemnity corresponding to two years of remuneration calculated on the basis of the fixed and variable remuneration paid by the Company to Mr. Legon for the last two years before the termination and of the lost warrants. The Company considers that the amount of such indemnity should be equal to zero or at a maximum capped at an amount of € 209 ('000). € 77 ('000) has been paid in Q1 2019, as a result a provision of € 132 ('000) was accounted for in the statement of financial position as at December 31,2020. Considering the development of this case during 2021; the provision set up by the Company has been reviewed downwards and now amounts to €79,000.

  • Tax credit assets

The Company has obtained R&D tax credits for its past activities in the research and development fields. Considering discussions that took place during the year; which could led to a change of control of the Company (see also events after the balance sheet date paragraph) may induce that the Company may not be able to enjoy such credits in the future.

The transaction with DMS Group in 2022 which involve a major change in the shareholding of the Company could lead to the application of articles 207 and 292, §2 of the Belgian income tax code. These provisions foresee that in the event of a change of control of a company, tax losses carried forward (but also other tax latencies) and R&D tax credits are only maintained by the company to the extend this change of control meets legitimate economic or financial needs. Based on the common definition that the concept of legitimate economic or financial needs has received from tax authorities, including the Ruling Commission, courts and tribunals, and based on the envisaged transaction, there could be a risk that, in the event of a tax audit following the transaction, tax authorities could challenge the existence of such legitimate needs. In order to mitigate that risk, the Company has decided to ask for a ruling to the Tax administration. The financial consequences of the tax ruling decision will be reflected in the financial statements once the position of the Tax administration has been received.

In the statement of financial statements as at December 2021; R&D tax credits are accounted for for an amount of €1,571,335 (Non-current other receivables) and €328,899 (Current other receivables).

Note 26. Commitments

There are no commitments related to capital expenditures at the balance sheet date.

Note 27. Related party transactions

The Company doesn't have any subsidiaries as at December 31, 2021.

The Company has not entered into transactions with its principal shareholders. The Company has entered into transactions with companies relating to directors. Please see the section CORPORATE GOVERNANCE under Conflict of interest and related parties titled "Related party transactions" for a description of such transactions. Other than those transactions the Company has not entered into any related party transactions with any shareholders or directors or any persons or entities affiliated with any of the shareholders or directors.

27.1 Remuneration of key management

The remuneration of the senior management consists of the remuneration of the CEO (in 000's €):

31/12/2021 31/12/2020
Short-term remuneration & compensation 294 375
Share based payment 14 23
Total 308 398

No loans or other guarantees have been given to a member of the executive management team.

27.2 Transactions with non-executive directors and shareholders

In 2021 and 2020 the non-executive Directors are not remunerated.

Note 28. Events after the balance sheet date

On January 24th, 2022, the Shareholders' Meeting of ASIT Biotech approved the contribution of the Imaging division of DMS Group to ASIT Biotech.

As a consequence two capital increases were approved :

  • a number of creditors have contributed their debt to ASIT Biotech through a contribution in kind so that the capital has increased from 17 076 221.76 € to 21 071 856.50 €.
  • This was followed by DMS Group's contribution in kind to ASIT Biotech:
    • o 100% of shares issued by AXS
    • o 100 of shares issued by APELEM including inderecty its subsidiaries and the bone densitometry activity previously contributed from DMS to APELEM
    • o 100% of shares issued by MEDILINK; and
    • o Current accounts held by DMS Group on the medical imaging division susidiaries

As a result, the capital of ASIT Biotech increased from 21 071 856.50 € to 66 071 856.50 €, now 88.33% owned by DMS Group.

As part of the transaction, the company ASIT Biotech changed its name to become DMS Imaging. The social object was also adapted to the new activities of the company.

The company's Board of Directors was replaced. It will now be represented by

  • Mr Jean-Paul ANSEL, Executive Director and Chaiman of the Board of Directors
  • Mr Samuel Sancerni, Executive Director and Managing Director
  • Mrs Louise Armengaud, Non Executive Director.

Note 29. Earnings per share

The Company has warrants that may be settled in common shares of the Company which are anti-dilutive considering the loss of the year 2020. As such the basic and diluted earnings per share are equal. The basis for the basic and diluted earnings per share is the net loss for the year attributable to the owners of the Company. For 2021; considering the gain of the year; warrants allowing subscription of 170.000 shares* have taken into consideration when dermining diluted earnings per share. However considering the number of common shares outstanding it does not have any material impact on the calculations.

31/12/2021 31/12/2020
Gain / (Loss) for the year attributable to the
owners of the Company (in 000's €)
3,895 (1,362)
Weighted average number of shares for
basic gain/ (loss) per share
21,892,592 21,892,592
2
Weighted average number of shares for
diluted gain / (loss) per share
22,062,592 21,892,592
Gain / (Loss) per share basic and diluted
(in € per share)
0,18 (0.06)

Note 30. Auditor' fees

The statutory auditor of the Company are RSM Réviseurs d'Entreprises SRL represented by Luis Laperal.

In 2021, the total amount of the remuneration paid to the statutory auditor was € 35,750 (€ 20,000 for the review of the accounts and € 15,750 for specific missions).

Statutory Auditor's Report

DMS IMAGING SA

STATUTORY AUDITORS' REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF DMS IMAGING SA ON THE EU-IFRS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2021

In the context of the statutory audit of the EU-IFRS financial statements of DMS IMAGING (the Company), we hereby present our joint statutory auditors' report. It includes our report on the audit of the EU-IFRS financial statements as well as our report on the other legal and regulatory requirements. These reports form part of an integrated whole and are indivisible.

We have been appointed as statutory auditor by the general meeting of 13 June 2019 following the proposal formulated by the board of directors issued upon recommendation of the audit committee. Our statutory auditor's mandate expires on the date of the general meeting deliberating on the annual accounts closed on 31 December 2021. We have performed the statutory audit of the EU-IFRS financial statements of the Company for 17 consecutive years.

REPORT ON THE EU-IFRS FINANCIAL STATEMENTS

Unqualified opinion

We have audited the EU-IFRS financial statements, which comprise the statement of financial position as at 31 December 2021, and the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and which show a statement of financial position total of K€ 3.216 and for which income statement and other comprehensive income shows a profit for the year of K€ 3.895.

In our opinion, the EU-IFRS financial statements give a true and fair view of the equity and financial position as at 31 December 2021, as well as of its financial performance and its cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Basis for unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Our responsibilities under those standards are further described in the 'Statutory auditor's responsibilities for the audit of the EU-IFRS financial statements' section in this report. We have complied with all the ethical requirements that are relevant to the audit of EU-IFRS financial statements in Belgium, including those concerning independence.

We have obtained from the board of directors and Company officials the explanations and information necessary for performing our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw your attention to the note 25 in the annual report, which describes that on 24 January, 24th 2022 a transaction with DMS Group took place leading to a change of control of the Company. This transaction creates uncertainty as to whether the research tax credits accounted for in the Company's balance sheet will be maintained. The financial and accounting consequences will depend on the outcome of the discussions that will be initiated with the tax authorities.

Responsibilities of the board of directors for the preparation of the EU-IFRS financial statements

The board of directors is responsible for the preparation of EU-IFRS financial statements that give a true and fair view in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of EU-IFRS financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the EU-IFRS financial statements, the board of directors is responsible for assessing the ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Statutory auditor's responsibilities for the audit of the EU-IFRS financial statements

Our objectives are to obtain reasonable assurance about whether the EU-IFRS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these EU-IFRS financial statements.

In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the Company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the Company's business has been conducted or will be conducted. Our responsibilities regarding the application by the Board of Directors of the going concern basis of accounting are described below.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the EU-IFRS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
  • Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the EU-IFRS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the EU-IFRS financial statements and whether the EU-IFRS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit as well as significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards.

From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the EU-IFRS financial statements of the current year, and are therefore the key audit matters. We describe these matters in our statutory auditor's report unless law or regulation precludes public disclosure about the matter.

OTHER LEGAL AND REGULATORY REQUIREMENTS

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the management report on the EU-IFRS financial statements and for the other information included in the annual report.

Responsibilities of the statutory auditor

In the context of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISA) as applicable in Belgium, it is our responsibility to verify, in all material respects, the management report on the EU-IFRS financial statements and the other information included in the annual report, as well as to report on these matters.

Aspects related to the management report on the EU-IFRS financial statements and to other information included in the annual report

In our opinion, after having performed specific procedures in relation to the management report and, the management report is consistent with the EU-IFRS financial statements for the same financial year and is prepared in accordance with articles 3:5 et 3:6 of the Code of companies and associations.

In the context of our audit of the EU-IFRS financial statements, we are also responsible for considering, in particular based on the knowledge we have obtained during the audit, whether the management report on the EU-IFRS financial statements and the other information included in the annual report on the EU-IFRS financial statements, namely:

  • Key Figures EU-IFRS financial statements
  • Corporate governance

contain a material misstatement, i.e. information which is inadequately disclosed or otherwise misleading. Based on the procedures we have performed, we have no material misstatements to report.

Statement related to independence

Our audit firm and our network did not provide services which are incompatible with the statutory audit of EU-IFRS financial statements, and our audit firm remained independent of the Company throughout the course of our mandate.

Other statements

  • In the absence of an audit committee at the date of this report, we have not been able to prepare the additional report referred to in article 11 of Regulation (EU) No 537/2014.
  • As the company does not prepare consolidated accounts, no reporting in ESEF format has been prepared.

Zaventem, 30 April 2022

RSM Réviseurs d'entreprises SRL Statutory auditor Represented by

Luis LAPERAL

Statutory financial statements

The information included in this section is an extract from the statutory accounts that will be submitted to the annual shareholders' meeting in June, 2022 and that will be filed with the Belgian National Bank and does not include all information as required by Articles 98 and 100 of the BCC.

DMS Imaging
balance sheet BGAAP (in 000's €)
31/12/2021 31/12/2020
ASSETS
Intangibles assets 0 0
Property plant & equipment 35 130
Other LT receivables 16 16
Non-current assets 51 146
Receivable 383 291
Cash & cash equivalents 1.218 2,851
Deferred charges / Accrued income 1,577 1,908
Current assets 3,178 5,050
TOTAL ASSETS 3,216 5,196
EQUITY AND LIABILITIES
Capital 17,076 17,076
Share premium 38,630 38,630
Untaxed reserves 4,358
Other reserves (61,733) (61,258)
Capital Subsidy 0 0
Capital & Reserves (1,668) (5,552)
Provision for risks and charges 79 132
Provisions and deferred taxes 79 132
Other debt - 390
Financial debt 3,954 5,242
Trade payables 78 4,252
Social and taxes related liabilities 0 0
Other current liabilities 830 732
Accrued charges
Liabilities 4,862 10,616
TOTAL EQUITY AND LIABILITIES 3,216 5,196
ASIT biotech income statement BGAAP (in 000's €) 31/12/2021 31/12/2020
Revenues 0 0
R&D capitalize expenses (own production) 0 0
Other operating income 310 26
Operating Income 310 26
Cost of sales 0 0
Sundry expenses (G&A and R&D) (781) (874)
Payroll expenses - (124)
Depreciation charges (13) (120)
Provisions for risks and charges 53 0
Other operating charges (22) (1)
Operating Expenses (763) (1,119)
Financial income 27 97
Financial charges (15) (181)
Result before taxes & exceptional (441) (1,177)
Exceptional Income (+) / Charges (-) 4,326 (85)
Taxes (1) 0
Net Result for the period (3,884) (1,262)
Transfer to untaxed reserve (4,358)
Net result to be affected (474)

An unqualified opinion has been issued by the statutory auditor on April 30, 2022 about the statutory financial statements dated December 31, 2021.

Subsequent event

On January 24th , 2022, the Shareholders' Meeting of ASIT Biotech approved the contribution of the Imaging division of DMS Group to ASIT Biotech.

As a consequence two capital increases were approved :

  • a number of creditors have contributed their debt to ASIT Biotech through a contribution in kind so that the capital has increased from 17 076 221.76 € to 21 071 856.50 €.
  • This was followed by DMS Group's contribution in kind to ASIT Biotech:
    • o 100% of shares issued by AXS
    • o 100 of shares issued by APELEM including inderecty its subsidiaries and the bone densitometry activity previously contributed from DMS to APELEM
    • o 100% of shares issued by MEDILINK; and
    • o Current accounts held by DMS Group on the medical imaging division subsidiaries

As a result, the capital of ASIT Biotech increased from 21 071 856.50 € to 66 071 856.50 €, now 88.33% being owned by DMS Group.

As part of the transaction, the company ASIT Biotech changed its name to become DMS Imaging. The social object was also adapted to the new activities of the company.

The company's Board of Directors was replaced. It will now be represented by

  • Mr Jean-Paul ANSEL, Executive Director and Chaiman of the Board of Directors
  • Mr Samuel Sancerni, Executive Director and Managing Director, and
  • Mrs Louise Armengaud, Non Executive Director.

Contingencies

In 2022, after the finalisation of the transaction with DMS Group, the former management of the Company claimed the payment of a variable remuneration linked to the realisation of the transaction. This remuneration is being reviewed by the Company.

No provision has been recorded in that respect in the statutory 2021 financial statements of the Company.

Accounting Policies (Belgian GAAP)

The valuation rules have been prepared in accordance with the provisions of Chapter II of the Belgian Royal Decree of April 29, 2019 relating to the implementation of the BCCA (Koninklijk besluit tot uitvoering van het wetboek van vennootschappen en vereniging/ Arrêté royal portant exécution du code des sociétés et associations). However, being recognized as a "small company", whatsoever the date of acquisition is, one full year of amortizations and depreciations is recognized in the year of acquisition.

Formation expenses and costs relating to capital increases

These expenses, included the issuance costs, historically were recognized as assets and were amortized by 20% annually.

Intangible fixed assets

Research and development costs

As from the accounting year 2016 research costs are no more recognized as intangible assets. However, in order to comply with the legislation relating to the granting of tax credit, research costs are in first instance booked as intangible assets then directly fully depreciated in the income statement. The amounts recognized as intangible assets in the years 2014 and 2015 are depreciated over 5 years.

Development costs are recognized as intangible assets if it is probable that the assets developed will generate future economic benefits and if the development costs can be measured reliably. Development costs are amortized on a straight-line basis over their estimated useful life from the moment that they are available for use.

In the case the recoverable amount of the capitalized research and development costs is no longer justified by expected future economic benefits an impairment should be recorded. Impairment losses on intangible fixed assets are shown in the extraordinary charges.

Patents, licenses and similar rights

These costs are capitalized at purchase value or, if lower, at their useful value and are depreciated on a straight-line basis over a period of 5 years.

Tangible fixed assets

These assets are capitalized and depreciated on a straight-line basis:

  • IT equipment: over a period of 5 years;
  • Installations: over a period of 10 years;
  • Miscellaneous Equipment & Furniture: over a period of 5 years;
  • Laboratory equipment: over a period of 5 years;
  • Leasehold improvements: in the line with the lease agreement period;
  • Leasing: in the line with the lease agreement period.

In the event where the carrying value exceeds the recoverable value, the Company should record additional or exceptional depreciations.

Financial fixed assets

These assets are capitalized at purchase value excluding any miscellaneous costs.

The value of shares and participations are impaired in case of reduction in value as a result of the situation, the profitability or the prospects of the Company related to those shares of participation. Impairment is recorded in the income statement as extraordinary charge.

The value of long-term receivables is reduced in case the recoverability becomes uncertain at its due date.

Inventories

Inventories are valued at their acquisition cost (weighted average, LIFO or FIO) or at the market value, whatever the lowest.

Amounts receivable

The amounts receivable do not carry any interest and are capitalized at their nominal value.

Treasury placements

Placements with financial institutions are valued at their purchase value. Additional costs relating to the purchase of these assets are expensed as incurred.

Reductions in value are recorded in the event where the realization value at the date of the closing of the financial year is below the purchase value.

Debts (payable after one year – payable within one year)

All debts are capitalized at their nominal value at the date of the closing of the financial year.

The interests relating to the outstanding debts are accrued on the regularization accounts if not paid yet during the year. Interest expenses are presented with the financial expenses.

Regularization accounts

Regularization accounts on the assets side

These accounts include:

  • The pro rata parts of the charges incurred during the financial year or during a previous financial year but that are related to one or more subsequent financial years.
  • The pro rata parts of the proceeds that will only be received during a subsequent financial year but that relate to a previous financial year.

Regularization accounts on the liabilities side

These accounts include:

  • The pro rata parts of the charges that will only be paid during a subsequent financial year but that relate to a previous financial year.
  • The pro rata parts of the proceeds received during the financial year or a previous financial year but that relate to one or more subsequent financial years.

Currencies

The amounts receivable and debts in other currencies are converted at the applicable exchange rate at the date of the closing of the financial year.

Currency losses are recorded in the income statement.

OTHER

Definitions

Annual Report The 2021 annual report approved by the board of directors of the Company on
April 29, 2022
Articles of Association the articles of association of the Company
Brussels Grant the grants received by the Company from the Brussels-Capital Region and further
described under the section Risks Related to Third Parties
CGC the corporate governance charter of the Company
CNs2018 In July 2018, the Company
completed a private placement of convertible
notes for a total amount of € 12.00 million. The Company
issued 240
convertible notes at an issuance price of € 2,500 each and 4,560
subscription rights to subscribe to 4,560 additional convertible notes under
certain terms and conditions. See Note 15.2
for more details
CNs2019 In July 2019, the Company completed a private placement of convertible
notes for a total amount of € 9,23 million. These notes were divided into
two parts, 'A' and 'B', with the aim of minimizing the dilution of existing
shareholders and limiting the risks
for investors. As a result 67 convertible
notes were issued and paid-up immediately, the CNs2019 'A'. The
conversion feature of these CNs2019 'A' is subject to the outcome of the
results of the latest phase III study, meaning that in case of positive results
the CNs2019 'A' would be converted into a variable number of shares and
in case of a negative result the CNs2019 'A' would be reimbursed at
December 31, 2020. The issuance of the 56 CNs2019 'B' is contingent on
the positive results of the latest phase III study.
See Note 15.3 for more
details
Code on Corporate
Governance
the Belgian Code on corporate governance of 2009 for the fiscal year 2019 and of
2020 for the fiscal year 2020
Company ASIT biotech SA
Financial Statements the audited EU - IFRS financial information of the Company as of and for the years
ended 31 December 2020 and 2019
Medicinal Products
Directive
Directive 2001/83/EC on the Community code relating to medicinal products for
human use
PRJ Procedure of Judicial Reorganization. ASIT biotech has obtained the benefit of the
judicial reorganization by collective agreement in execution of the judgment
delivered on February 11, 2020 by the Commercial Court of Liège1 in application
of the law of August 11, 2017 inserting Book XX "Insolvency of Enterprises" in the
Code of economic law (hereinafter the "Law"), as well as a suspension of payment
expiring on 11th June 2020. According to the Law, ASIT biotech has established a
plan of judicial reorganization explaining its proposal regarding the conditions
under which the Company's creditors will be repaid. This plan was deposited in

the central solvency register at January 11, 2021 and was submitted to the approval of the Company's creditors at February 3, 2021.

PRJ-debt The debt that falls under the PRJ for a total amount of 9.946.515 EURO
Regulatory Regulations regulatory laws and regulations with which the Company has to comply
Shares the shares of the Company
Shareholders the shareholders of the Company
Shareholders' Meeting the general shareholders' meeting of the Company
SME small company within the meaning of article 15 of the BCC
Stock Based Plans the 2014 Plan, the 2015 Plan, the 2016 Plan, the 2018 Plan and the 2019 Plan
Transparency Law the Belgian Law of May 2, 2007 on the disclosure of significant shareholdings in
issuers whose securities are admitted to trading on a regulated market and
containing various provisions (Loi relative à la publicité des participations
importantes dans des émetteurs dont les actions sont admises à la negotiation sur
un marché règlementé et portant dispositions diverses/Wet op de openbaarmaking
van belangrijke deelnemingen in emittenten waarvan aandelen zijn toegelaten tot
de verhandeling op een gereglementeerde markt en houdende diverse bepalingen)
Walloon Grant the refundable cash advance received by the Company from the Walloon Region
and further described under the section RISK FACTORS under Risk related to third
parties and Note 15.1
Warrants 1 warrants approved during the shareholders' meeting held on December 7, 2017
enabling the subscription to a new share at the price of € 3.83 per share, and
expiring on June 30, 2018
Warrants 2 warrants approved during the shareholders' meeting held on December 7, 2017
enabling the subscription to a new share at the price of € 3.83 per share, initially
expiring on December 31, 2019, and extended until June 30, 2020

Glossary

ASIT Allergen Specific Immunotherapy
ASIT+ Improved Antigen Specific Immuno Therapy
BCC Belgian Companies Code
CEO Chief executive officer
CFO Chief financial officer
CGU Cash generating units
EUR Euro, also shown as €
FSMA Belgian Financial Services and Markets Authority
GMP Good Manufacturing Practices
gp-ASIT+ the ASIT+ product candidate developed by the Company for the treatment of grass
pollen allergy by subcutaneous injections
HDM House dust mite
hdm-ASIT+ the ASIT+ product candidate developed by the Company for the treatment of house
dust mite allergy by subcutaneous injections
IASB International Accounting Standards Board
IFRS International Financial Reporting Standards
IP Intellectual property
PCT Patent Corporation Treaty
pnt-ASIT+ the ASIT+ product candidate developed by the Company for the treatment of
peanut allergy by subcutaneous injections
R&D Research and development
US United States of America
USD United States Dollar, also shown as \$

Financial calendar

Release of Annual Results 2021

April 29, 2022

Publication of Annual Report 2021

April 30, 2022

Shareholder's Meetings

June 30, 2022

Release of Half Year Results 2021

September 30, 2022

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