Interim / Quarterly Report • Jul 27, 2020
Interim / Quarterly Report
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A French société anonyme (limited company) with share capital social of €1,611,601.08 Registered office: 74 rue du Faubourg Saint-Antoine, 75012 Paris Paris Trade and Companies Register No. 538 797 655
I – PRESENTATION OF THE COMPANY & MAJOR EVENTS
II - RISK FACTORS
III – FIRST HALF 2020 SUMMARIZED FINANCIAL STATEMENTS
IV – ACTIVITY REPORT
V – STATUTORY AUDITORS' REPORT ON THE 2020 HALF-YEAR FINANCIAL REPORT
VI – STATEMENT OF THE PERSON RESPONSIBLE FOR THE 2020 HALF-YEAR FINANCIAL REPORT
Pixium Vision, a bioelectronics group that specialises in sensorial neuromodulation, was created in December 2011 based on the collaborative work of several scientific teams from prestigious and academic institutions, such as the French Institut de la Vision (UPMC, CNRS, INSERM), the Quinze-Vingts National Ophthalmology Medical Centre and Stanford University in California.
The Group's objective is to design, develop and market its Bionic Vision Systems (BVS), which are active implantable medical devices for the treatment of blindness due to the degeneration of retinal photoreceptor cells. Many diseases of the retina (whether of genetic origin, such as pigmentary degeneration of the retina (retinitis pigmentosa (RP)), or related to ageing such as age-related macular degeneration (AMD), are due to the acute or progressive degeneration of the photoreceptor cells. The disappearance of these cells prevents the conversion of visual stimuli into electrical signals, which are then transmitted to and analysed by the brain. The goal of Pixium Vision's technology is to replace these signal processing functions of the retina by electrically stimulating the surviving retinal cells, which then transmit this stimulation to the brain via the optic nerve. The ultimate objective of these innovative systems, which Pixium Vision is currently developing, is to partially restore the vision of patients suffering from age-related macular degeneration (AMD) or retinitis pigmentosa and, thus, considerably enhance their autonomy, mobility and quality of life.
The BVSs include three components: (i) an implantable part (the retinal implant) that contains photoreceptor electrodes, (ii) a portable visual interface (goggles with a camera and a data transmission system) and (iii) a pocket processor.
Recent progress in microelectronics, optics and artificial intelligence has enabled Pixium Vision to envisage a therapeutic solution that will ultimately provide patients with vision as close to normal as possible.
Pixium Vision's BVS are protected by 30 patent families, which cover the key components of the systems it has developed.
Pixium Vision is focusing its financial and human resources on the development of its Prima System.
The Prima System targets advanced dry-AMD, a significant unmet medical need. The system uses an implant positioned under the retina (sub-retinal implant) located at the level of degenerated photoreceptors. Prima is an innovative technology, which is currently in the clinical development stage. Safety and efficacy tests have been conducted on rodents and safety tests have been carried out on animal models closer to humans. Development of the mass-production process for implants has also been finalised. In 2017, Pixium Vision filed regulatory applications with the US and European authorities to begin human trials of Prima. On 19 October 2017, the French National Agency for the Safety of Medicines and Health Products (ANSM) authorised a clinical trial of feasibility in humans. This feasibility trial aims to evaluate the safety and restoration of visual perception in five patients implanted with Prima. On 10 July 2018, the Group announced that it had finalised the implants in the five patients in France, for whom it announced positive results at 6 months and 12 months on 8 January and 18 July 2019 respectively. During the fourth quarter of 2019, the patients in France who had received implants were fitted with new transparent glasses that combine residual peripheral vision and central prosthetic vision. In parallel, in December 2017, the US FDA authorised a feasibility trial of Prima in five patients with dry age-related macular degeneration (AMD). The first patient was implanted in January 2020 at a hospital in Pittsburgh. Patient recruitment for this study is ongoing in Pittsburgh and Miami.
Due to the health measures adopted by the government in the first half of 2020, Pixium Vision was obliged to suspend some of its R&D activities during the period, in particular its clinical studies and the development of its Prima bionic vision system.
The risk factors to which the Group is exposed are described in Chapter 3 of the 2019 Universal Registration Document that was filed on 24 April 2020 with the Autorité des Marchés Financiers (AMF – French Financial Markets Authority). Management's assessment of the nature and level of risks has not changed during the last half-year.
The 2019 Universal Registration Document is available on the Group's website: https://www.pixium-vision.com/fr/2020/04/document-denregistrement-universel-2019/
| (Amounts in euros) | Note | 30/06/2020 | 31/12/2019 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 3 | 2,267,894 | 2,361,384 |
| Property, plant and equipment | 4 | 401,616 | 484,378 |
| Use rights | 5 | 1,183,874 | 1,324,356 |
| Non-current financial assets | 6 | 168,296 | 336,625 |
| Total non-current assets | 4,021,679 | 4,506,744 | |
| Current assets | |||
| Inventories and work in progress | 7 | – | – |
| Trade receivables | 5,472 | 5,472 | |
| Other current assets | 8 | 1,890,050 | 2,310,076 |
| Cash and cash equivalents | 9 | 5,004,384 | 6,791,500 |
| Total current assets | 6,899,906 | 9,107,048 | |
| TOTAL ASSETS | 10,921,585 | 13,613,792 | |
| LIABILITIES | |||
| Shareholders' equity | 10 | ||
| Share capital | 1,611,601 | 1,462,093 | |
| Additional paid-in capital | 6,760,209 | 85,163,586 | |
| Reserves | (2,623,216) | (73,049,369) | |
| Profit/(loss) | (3,802,327) | (9,875,913) | |
| Total shareholders' equity | 1,946,267 | 3,700,398 | |
| Non-current liabilities | |||
| Refundable advances | 11 | 2,781,519 | 2,629,865 |
| Venture loans | 12 | 1,826,032 | 3,157,352 |
| Long-term lease liabilities | 15 | 926,824 | 1,057,309 |
| Non-current provisions | 13 | 187,333 | 188,660 |
| Total non-current liabilities | 5,721,708 | 7,033,185 | |
| Current liabilities | |||
| Current provisions | 14 | – | 260,000 |
| Trade payables | 16 | 638,735 | 843,010 |
| Short-term lease liabilities | 15 | 287,844 | 288,635 |
| Short-term venture loans | 1,254,692 | ||
| Other current liabilities | 17 | 1,072,339 | 1,488,563 |
| Total current liabilities | 3,253,609 | 2,880,209 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 10,921,585 | 13,613,792 |
| At 30 June | ||||
|---|---|---|---|---|
| (Amounts in euros) | Note | 2020 | 2019 adjusted 2019 reported | |
| Operating revenue | 18 | |||
| Net sales | - | - | - | |
| Research Tax Credit | 743,633 | 1,002,471 | 1,002,471 | |
| Grants | 479,698 | 6,037 | 6,037 | |
| Other revenues | 27,360 | 47,220 | 47,220 | |
| Total revenues | 1,250,691 | 1,055,728 | 1,055,728 | |
| Operating expenses | 19 | |||
| Cost of goods sold | - | - | - | |
| Research and development | (2,860,082) | (3,879,619) | (3,879,619) | |
| Sales and marketing | - | (10,994) | (10,994) | |
| General and administrative expenses | (1,664,309) | (2,239,654) | (2,239,654) | |
| Total expenses | (4,524,390) | (6,130,266) | (6,130,266) | |
| Operating income | (3,273,699) | (5,074,538) | (5,074,538) | |
| Financial income* | - | 2,064 | 119,242 | |
| Financial expenses | (528,628) | (514,275) | (514,275) | |
| Financial results | 21 | (528,628) | (512,210) | (395,033) |
| Pre-tax current income | (3,802,327) | (5,586,749) | (5,469,571) | |
| Corporation tax | - | - | - | |
| Net result | (3,802,327) | (5,586,749) | (5,469,571) | |
| Other non-transferable comprehensive income | ||||
| Actuarial gains/(losses) on pension plans | 13 | 13,835 | (29,353) | (29,353) |
| Change in fair value valuation of Kreos BSA warrants | 17,669 | 117,178 | - | |
| Total profit/(loss) for the period | (3,770,823) | (5,498,924) | (5,498,924) | |
| Weighted average number of shares | 25,683,846 | 21,765,438 | 21,765,438 | |
| Net earnings per share | (0.15) | (0.25) | (0.25) | |
| Diluted earnings per share | (0.15) | (0.25) | (0.25) |
* Changes in fair value that were recognized as financial income/expenses are now recognized in other non-transferable comprehensive Income.
| At 30 June | ||||
|---|---|---|---|---|
| (Amounts in euros) | 2020 | 2019 | ||
| Cash flows from operating activities | ||||
| Profit/(loss) for the period | (3,802,327) | (5,469,571) | ||
| Reconciliation of net profit to cash flows used in operating activities | ||||
| Depreciation/amortisation and impairment | 198,164 | 227,555 | ||
| Losses on disposals | 265 | – | ||
| Provisions | (261,528) | 2,676 | ||
| Government grants | 47,552 | (16,500) | ||
| Financial results | 355,321 | 71,538 | ||
| Leases | 177,355 | 176,653 | ||
| Expenses on share-based payments | 259,908 | 95,398 | ||
| Retirement benefit obligations | 13,832 | 13,661 | ||
| Other | (12,449) | – | ||
| Cash flows from operating activities | (3,023,904) | (4,898,590) | ||
| Inventories | – | – | ||
| Trade receivables | – | (5,184) | ||
| Other receivables | 437,371 | (820,783) | ||
| Trade payables | (205,956) | 171,894 | ||
| Other current liabilities | 4,721 | 481,436 | ||
| Net cash flows from operating activities | (2,787,769) | (5,071,228) | ||
| Acquisitions/Disposals of property, plant and equipment | (22,176) | (14,609) | ||
| Acquisitions of intangible assets | – | – | ||
| Acquisitions (decrease) of financial holdings | 185,867 | (684) | ||
| Net cash flows from investment activities | 163,691 | (15,293) | ||
| Increase/(Decrease) of refundable advances | – | – | ||
| Increase/(Decrease) of financial debt | (1,339,921) | (1,080,587) | ||
| Payment of lease liabilities | (168,150) | (164,946) | ||
| Treasury shares | 3,542 | (19,237) | ||
| Capital increase | 2,341,489 | 941,898 | ||
| Net cash flows from financing activities | 836,960 | (322,873) | ||
| Opening cash and cash equivalents | 6,791,500 | 15,629,424 | ||
| Closing cash and cash equivalents | 5,004,383 | 10,220,030 | ||
| (Decrease)/Increase in cash position | (1,787,117) | (5,409,394) |
| (Amounts in euros) | Number of shares |
Amount | Additional paid in capital |
Reserves | Profit/(loss) | Total equity |
|---|---|---|---|---|---|---|
| At 31 December 2018 | 21,606,363 | 1,296,382 | 83,717,369 | (60,088,048) | (13,571,113) | 11,354,591 |
| Allocation of prior result | (13,571,113) | 13,571,113 | – | |||
| Capital increase | 2,761,858 | 165,711 | - | 165,711 | ||
| Net result | (9,875,913) | (9,875,913) | ||||
| Costs deducted from the issue premium | (293,189) | (293,189) | ||||
| Neutralisation of treasury shares | (13,430) | (13,430) | ||||
| Exercise of BSA warrants | 1,017,086 | 1,017,086 | ||||
| ORNAN2019 | 722,320 | 722,320 | ||||
| Change in fair value valuation | 258,494 | 258,494 | ||||
| Actuarial gains/(losses) | (6,116) | (6,116) | ||||
| Share-based payments | 370,843 | 370,843 | ||||
| At 31 December 2019 | 24,368,221 | 1,462,093 | 85,163,586 | (73,045,322) | (9,875,913) | 3,700,398 |
| Appropriation of prior result | (9,888,362) | 9,875,913 | (12,449) | |||
| Allocation of retained earnings to issue premium |
(80,000,000) | 80,000,000 | – | |||
| Capital increase | 2,491,797 | 149,508 | (149,508) | – | ||
| Net result | (3,802,327) | (3,802,327) | ||||
| Costs deducted from the issue premium | (162,500) | (162,500) | ||||
| Neutralisation of treasury shares | 23,103 | 23,103 | ||||
| Exercise of BSA warrants | 3,989 | 3,989 | ||||
| ORNAN 2019 issue | 1,904,641 | 1,904,641 | ||||
| Change in fair value valuation | 17,669 | 17,669 | ||||
| Actuarial gains/(losses) | 13,835 | 13,835 | ||||
| Share-based payments | 259,908 | 259,908 | ||||
| At 30 June 2020 | 26,860,018 | 1,611,601 | 6,760,209 | (2,623,216) | (3,802,327) | 1,946,267 |
The Group is described in Chapter I of this document along with the major events of the first half of 2020. Post-balance sheet events are described in Note 24 of this chapter.
The Group's summary consolidated financial statements are presented in euros, unless otherwise stated.
On 16 November 2017, the Group incorporated a subsidiary, Pixium Vision, LLC, which is domiciled in the State of Delaware, USA. With the start of the feasibility study in the US in early 2020, the subsidiary engaged in clinical study activity. At 30 June 2020, it was considered significant for the purpose of Pixium Vision SA's half-year financial statements, which justifies preparing consolidated financial statements for the Group.
The balance sheet date of the half-year consolidated financial statements is 30 June 2020.
The half-year consolidated financial statements were closed at 30 June 2020 and were prepared under the responsibility of the Board of Directors, which approved them on 23 July 2020.
In accordance with European Regulation No. 1606/2002 adopted on 19 July 2002 by the European Parliament and European Council, the Group's financial statements at 30 June 2020 were prepared in compliance with International Financial Reporting Standard (IFRS), as approved by the European Union at the reporting date of these financial statements.
The IFRS standards as adopted by the European Union differ in certain respects from the IFRS standards published by the IASB. However, the Group has ensured that the financial information for the periods presented would not have been materially different if the IFRS standards as published by the IASB had been applied.
International standards include the International Financial Reporting Standards (IFRS), the International Accounting Standards (IAS) and the interpretations of the Standing Interpretations Committee (SIC) and the International Financial Reporting Interpretations Committee (IFRIC).
The financial statements have been prepared in accordance with the IFRS standards adopted by the European Union and in force on 30 June 2020 for all periods presented.
The IFRS standards are available on the European Commission's website:
https://ec.europa.eu/info/law/international-accounting-standards-regulation-ec-no-1606-2002/amending-andsupplementary-acts/acts-adopted-basis-regulatory-procedure-scrutiny-rps\_en
These financial statements also comply with the standards and interpretations adopted by the IASB at the same date.
The Group's management applied the going concern assumption based on the following elements:
Intangible assets break down as follows:
| (Amounts in euros) | 30/06/2020 | 31/12/2019 |
|---|---|---|
| Patents, licences, trademarks | 10,499,989 | 10,499,989 |
| Software | 217,988 | 217,988 |
| Total historical cost | 10,717,977 | 10,717,977 |
| Accumulated amortisation of patents, licences, trademarks | 3,631,414 | 3,537,914 |
| Accumulated amortisation of software | 217,988 | 217,988 |
| Impairment losses | 4,600,682 | 4,600,691 |
| Accumulated amortisation | 8,450,083 | 8,356,593 |
| Net total | 2,267,894 | 2,361,384 |
Intangible assets comprise primarily patents the Group purchased in 2012 for its research and development of IRIS®. In accordance with IAS 36, the Group recognised an impairment loss of €4.6 million on the IRIS project® in 2018. (See Note
3.2) In 2019, the Group continued the review of its patents and decided not to maintain certain of them, which resulted in the impairment of a residual value €69,453. During the first semester of 2020, the Group did not recognise any new impairment losses.
| (Amounts in euros) | 01/01/2020 | Increase | Decrease | 30/06/2020 |
|---|---|---|---|---|
| Industrial and laboratory equipment | 1,728,662 | 16,020 | (67,018) | 1,677,664 |
| Building fixtures and fittings | 471,352 | – | – | 471,352 |
| IT equipment | 209,528 | 5,264 | – | 214,793 |
| Office furniture | 311,430 | 446 | (7,564) | 304,312 |
| Non-current assets in progress | – | 446 | – | 446 |
| Other property, plant and equipment | – | – | – | – |
| Gross total | 2,720,973 | 22,176 | (74,582) | 2,668,567 |
| Accumulated amortisation of industrial and laboratory equipment |
1,342,273 | 52,558 | (47,800) | 1,347,032 |
|---|---|---|---|---|
| Accumulated amortisation of building fixtures and fittings | 349,516 | 27,518 | – | 377,034 |
| Accumulated amortisation of IT equipment | 186,767 | 5,716 | – | 192,483 |
| Accumulated amortisation of office furniture | 255,932 | 18,881 | (7,299) | 267,514 |
| Accumulated amortisation of other property, plant and equipment |
– | – | – | – |
| Impairment losses | 102,106 | – | (19,218) | 82,887 |
| Total accumulated amortisation | 2,236,595 | 104,673 | (74,317) | 2,266,951 |
| Net total | 484,378 | (82,498) | (265) | 401,616 |
| (Amounts in euros) | 01/01/2019 | Increase | Decrease | 31/12/2019 |
|---|---|---|---|---|
| Industrial and laboratory equipment | 1,712,140 | 16,522 | – | 1,728,662 |
| Building fixtures and fittings | 471,352 | – | – | 471,352 |
| IT equipment | 193,140 | 16,389 | – | 209,528 |
| Office furniture | 309,476 | 1,953 | – | 311,430 |
| Non-current assets in progress | 805 | – | (805) | – |
| Other property, plant and equipment | – | – | – | – |
| Gross total | 2,686,914 | 34,864 | (805) | 2,720,973 |
| Accumulated amortisation of industrial and laboratory equipment |
1,209,402 | 132,871 | – | 1,342,273 |
| Accumulated amortisation of building fixtures and fittings | 294,351 | 55,166 | – | 349,516 |
| Accumulated amortisation of IT equipment | 175,455 | 11,312 | – | 186,767 |
| Accumulated amortisation of office furniture | 199,493 | 56,439 | – | 255,932 |
| Accumulated amortisation of other property, plant and equipment |
– | – | – | – |
| Impairment losses | 102,106 | – | – | 102,106 |
| Total accumulated amortisation | 1,980,807 | 255,788 | – | 2,236,595 |
| Net total | 706,107 | (220,924) | (805) | 484,378 |
During the first semester of 2020, the Group purchased laboratory and IT equipment for a price of €21,284.
The table below breaks down use rights by category:
| (Amounts in euros) | Real estate | Other assets | Total |
|---|---|---|---|
| At 30 June 2020 | |||
| Contracts | 1,556,957 | 50,380 | 1,607,337 |
| Contractual amendments | 30,413 | 5,950 | 36,363 |
| Gross total | 1,587,370 | 56,330 | 1,643,700 |
| Amortisation | 422,541 | 37,286 | 459,826 |
| Net total | 1,164,829 | 19,045 | 1,183,874 |
| (Amounts in euros) | Real estate | Other assets | Total |
|---|---|---|---|
| At 31 December 2019 | |||
| Contracts | 1,556,957 | 50,380 | 1,607,337 |
| Contractual amendments | 14,888 | 5,950 | 20,838 |
| Gross total | 1,571,845 | 56,330 | 1,628,175 |
| Amortisation | 279,073 | 24,745 | 303,819 |
| Net total | 1,292,772 | 31,585 | 1,324,356 |
The components of lease liabilities are presented in Note 15.
| (Amounts in euros) | 01/01/2020 | Increase | Decrease | 30/06/2020 |
|---|---|---|---|---|
| Deposits and guarantees | 76,862 | 1,558 | – | 78,420 |
| Financing guarantees | 259,763 | 33,497 | (203,385) | 89,875 |
| Gross total | 336,625 | 35,055 | (203,385) | 168,295 |
| (Amounts in euros) | 01/01/2020 | Increase | Decrease | 30/06/2020 |
| Provisions, deposits and guarantees | – | – | – | – |
| Total provisions | – | – | – | – |
| Net total | 336,625 | 35,055 | (203,385) | 168,295 |
Non-current financial assets consist of the security deposit paid to the lessor for the Group's premises.
Financing guarantees consist primarily of prepayments on the last instalment of tranches A and B of the bond financing set up with Kreos Capital. During the first semester of 2020, the Group was reimbursed €140,000 corresponding to the deposit linked to Tranche B. Concerning the deposit of Tranche A, the reimbursement is spread over the last three instalments. The first one took place In June 2020 for €47,000.
| (Amounts in euros) | 30/06/2020 | 31/12/2019 |
|---|---|---|
| Raw materials | 624,041 | 624,041 |
| Finished goods | 225,272 | 225,272 |
| Total historical cost | 849,313 | 849,313 |
| Depreciation of inventories and work in progress | 849,313 | 849,313 |
| Total net value of inventories and work in progress | – | – |
After having recognised an impairment loss in 2018, in accordance with IAS 36, equal to the residual value of inventories in relation to the IRIS® device, the Group no longer markets any products and therefore does not recognise any inventories or work in progress.
Other current assets break down as follows:
| (Amounts in euros) | 30/06/2020 | 31/12/2019 |
|---|---|---|
| Suppliers, advances and deposits | 85,861 | 72,181 |
| State, Research Tax Credit and Employment Tax Credit (CICE) | 760,898 | 1,692,137 |
| State, VAT | 130,693 | 78,582 |
| Accrued revenue | 471,000 | 260,000 |
| Liquidity agreement | 64,587 | 52,231 |
| Prepaid expenses | 367,698 | 148,733 |
| Other | 9,313 | 6,212 |
| Net total | 1,890,050 | 2,310,076 |
At 30 June 2020, other current assets consisted primarily of a Research Tax Credit receivable of €743,633 for 2020. The Group anticipates a lower annual Research Tax Credit in 2020 than in 2019 due to grants and repayable advances to be received in the second half of the year. These amounts will be deducted from the expenditure base for the 2020 Research Tax Credit.
Accrued revenue of €471,000 recognised in 2020 corresponds to the grant portion of the Sight Again project in connection with the completion of key stages 3 and 4.
In 2020, prepaid expenses are primarily for lease-related expenses.
The Company qualifies for the provisions of Articles 244 quater B and 49 septies F of the French Tax Code on the Research Tax Credit. In accordance with the principles described in Note 3.14 of the notes to the IFRS financial statements prepared at 31 December 2019, the Research Tax Credit is recognised in "Other revenues" in the year to which the qualifying research expenses relate.
The change in this Research Tax Credit during the last two financial years is shown below:
| Change in research tax credit receivable (in euros) | Amount |
|---|---|
| Receivable at 01/01/2019 | 1,267,969 |
| Operating revenue | 1,718,149 |
| Payment received | (1,337,232) |
| Receivable at 31/12/2019 | 1,648,886 |
| Amount | |
| Receivable at 01/01/2020 | 1,648,886 |
| Operating revenue | 743,633 |
| Payment received | (1,674,872) |
| Receivable at 30/06/2020 | 717,647 |
The cash and cash equivalents item break down as follows:
| (Amounts in euros) | 30/06/2020 | 31/12/2019 |
|---|---|---|
| Cash | 5,004,384 | 6,791,500 |
| Term deposits | – | – |
| Marketable securities | – | – |
| Net total | 5,004,384 | 6,791,500 |
The share capital at 30 June 2020 totalled €1,611,601.08 (one million six hundred and eleven thousand six hundred and one euros and eight cents). It is divided into 26,860,018 fully subscribed and paid-in shares with a nominal value of €0.06 each.
This number excludes free shares (AGAs), share warrants (BSAs) and founders' warrants (BSPCEs) granted to certain investors and individuals who may or may not be Group employees.
All shares confer on their holders the right to a proportional share of the Group's results and net assets.
The table below shows the history of the capital during the two periods presented:
| Date | Nature of the transactions | Share capital Issue premium | Number of shares |
Nominal value |
|
|---|---|---|---|---|---|
| Balance at 31 December 2018 | €1,296,382 | €83,717,369 | 21,606,363 | €0.06 | |
| 08 January 2019 | Fees recorded in diminution of issuance premium | €(50,000) | |||
| 09 January 2019 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €336,000 | |||
| 09 January 2019 | Fees recorded in diminution of issuance premium | €(6,720) | |||
| 15 January 2019 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €324,000 | |||
| 15 January 2019 | Fees recorded in diminution of issuance premium | €(6,480) | |||
| 18 February 2019 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €75,000 |
| Date | Nature of the transactions | Share capital Issue premium | Number of shares |
Nominal value |
|
|---|---|---|---|---|---|
| 18 February 2019 | Fees recorded in diminution of issuance premium | €(1,500) | |||
| 05 March 2019 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €79,000 | |||
| 05 March 2019 | Fees recorded in diminution of issuance premium | €(1,580) | |||
| 26 March 2019 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €75,000 | |||
| 26 March 2019 | Fees recorded in diminution of issuance premium | €(1,500) | |||
| 04 April 2019 | Capital increase by issuing ordinary shares under Kepler Cheuvreux BSA warrants |
€33,000 | €(33,000) 550,000 | €0.06 | |
| 30 April 2019 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €32,000 | |||
| 30 April 2019 | Fees recorded in diminution of issuance premium | €(640) | |||
| 06 May 2019 | Exercise of BSPCE founders' warrants 05/02/2014 | €13,368 | |||
| 09 May 2019 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €77,500 | |||
| 09 May 2019 | Fees recorded in diminution of issuance premium | €(1,550) | |||
| 29 May 2019 | Capital increase by issuing ordinary shares under BSPCE founders' warrants |
€13,368 | €(13,368) | 222,797 | €0.06 |
| 29 May 2019 | Capital increase by issuing ordinary shares under Kepler Cheuvreux BSA warrants |
€4,200 | €(4,200) | 70,000 | €0.06 |
| 24 July 2019 | Capital increase by issuing ordinary share issues under the 2018 free share plan |
€6,714 | €(6,714) | 111,900 | |
| 24 July 2019 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €37,500 | |||
| 24 July 2019 | Fees recorded in diminution of issuance premium | €(750) | |||
| 1 August 2016 | Exercise of Kepler Cheuvreux BSA warrants 21/12/18 | €25,000 | |||
| 1 August 2016 | Fees recorded in diminution of issuance premium | €(500) | |||
| 18 October 2019 | Fees recorded in diminution of issuance premium | €(10,000) | |||
| 06 November 2019 | Redemption of Kepler Cheuvreux BSA warrants subscription pro rata the remaining BSA warrants |
€(389) | |||
| 06 November 2019 | Drawdown of first tranche ORNAN 2019 (125 Notes) | €1,250,000 | |||
| 06 November 2019 | Subscription for first tranche ORNAN 2019 (2.5%) | €(31,250) | |||
| 06 November 2019 | Commitment fees first tranche ORNAN 2019 (4%) | €(50,000) | |||
| 12 November 2019 | Fees recorded in diminution of issuance premium | €(1,200) | |||
| 19 November 2019 | Fees recorded in diminution of issuance premium | €(29,130) | |||
| 1 December 2019 | Fees recorded in diminution of issuance premium | €(100,000) | |||
| 12 December 2019 | Capital increase by issuing ordinary share issues under the 2017 free share plan |
€8,652 | €(8,652) | 144,200 | |
| 12 December 2019 | Capital increase by issuing ordinary shares under Kepler Cheuvreux BSA warrants |
€2,700 | €(2,700) | 45,000 | |
| 12 December 2019 | Conversion of ORNAN 2019 of 5/11/2019 | €97,078 | €(97,078) | 1,617,961 | |
| Balance at 31 December 2018 | €1,462,093 | €85,582,836 | 24,368,221 | €0.06 | |
| 11 February 2020 | Exercise of BSPCE founders' warrants 5/2/2014 | €2,678 | |||
| 12 February 2020 | Conversion of ORNAN 2019 of 5/11/2019 | 32,113 | (32,113) | 535,221 | €0.06 |
| 12 February 2020 | Capital increase by issuing ordinary shares under BSPCE founders' warrants |
2,678 | €(2,678) | 44,632 | €0.06 |
| 19 February 2020 | Drawdown of second tranche ORNAN 2019 (125 | €1,250,000 |
| Date | Nature of the transactions | Share capital Issue premium | Number of shares |
Nominal value |
|
|---|---|---|---|---|---|
| Notes) | |||||
| 19 February 2020 | Subscription for second tranche ORNAN 2019 (2.5%) | €(31,250) | |||
| 19 February 2020 | Commitment fees second tranche ORNAN 2019 (4%) | €(50,000) | |||
| 21 February 2020 | Exercise of BSA warrants 18/03/2013 | €1,312 | |||
| 4 April 2020 | Conversion of ORNAN 2019 of 19/2/2019 | €54,911 | (54,911) | 915,175 | € 0.06 |
| 4 April 2020 | Capital increase by issuing ordinary shares under BSA warrants |
€1,312 | € (1,312) | 21,859 | € 0.06 |
| 5 May 2020 | Drawdown of third tranche ORNAN 2019 (125 Notes) | €1,250,000 | |||
| 5 May 2020 | Subscription for third tranche ORNAN 2019 (2.5%) | €(31,250) | |||
| 5 May 2020 | Commitment fees third tranche ORNAN 2019 (4%) | €(50,000) | |||
| 28 May 2020 | Conversion of ORNAN 2019 of 19/2/2019 | €56,648 | €(56,648) | 944,141 | €0.06 |
| 28 May 2020 | Conversion of ORNAN 2019 of 5/11/2019 | €1,846 | €(1,846) | 30,769 | €0.06 |
| 28 May 2020 | Allocation of retained earnings to issue premium | €(80,000,000) | |||
| Balance at 30 June 2020 | 1,611,601 | 7,774,818 | 26,860,018 | € 0.06 |
The Board of Directors acknowledged the following events in the first half of 2020:
Therefore, the Board of Directors increased the share capital by a total amount of €149,508, thereby raising the number of shares comprising the Group's share capital to 26,860,018.
17
The Group has issued share warrants (BSAs), founders' warrants (BSPCEs), stock options (SOs) and free shares (AGAs) as follows:
| Type | Date | Total number of instruments originally issued |
Number of instruments exercised |
Number of lapsed instruments |
Number of outstanding instruments |
Number of potential shares (*) |
|---|---|---|---|---|---|---|
| BSAs | ||||||
| 2013 BSAs | 18/03/2013 | 1,978,020 | (1,621,467) | 0 | 356,553 | 61,207** |
| 2014 BSAs | 17/12/2014 | 40,000 | 0 | 0 | 40,000 | 41,200** |
| 2015 BSAs** | 23/06/2015 | 33,333 | 0 | 0 | 33,333 | 34,332** |
| New 2016 Kreos BSAs | 27/06/2017 | 140,935 | 0 | 0 | 140,935 | 422,805** |
| 2018 Kreos BSAs | 25/07/2018 | 1 | 0 | 0 | 1 | 165,430 |
| BSPCEs | ||||||
| 2013 BSPCEs | 18/03/2013 | 2,000,517 | (1,143,092) | 0 | 857,425 | 147,191** |
| 2013 BSPCEs | 05/02/2014 | 2,809,933 | (1,967,848) | 0 | 842,085 | 144,557** |
| AGAs | ||||||
| AGA 2019-01 | 24/07/2019 | 20,000 | 0 | 0 | 20,000 | 20,000 |
| AGA 2019-02 | 12/12/2019 | 375,000 | 0 | (30,860) | 344,140 | 344,140 |
| AGA 2019-03 | 12/12/2019 | 56,250 | 0 | 0 | 56,250 | 56,250 |
| SOs | ||||||
| SO 2019-01 | 02/10/2019 | 1,107,818 | 0 | 0 | 1,107,818 | 1,107,818 |
| SO 2019-02 | 12/12/2019 | 50,000 | 0 | 0 | 50,000 | 50,000 |
| Total | 40,032,161 | (36,152,760) | (30,860) | 3,848,540 | 2,594,930 |
(*) Instruments issued before 17/6/2014 (date of the one-for-six reverse stock split of the Company's shares) have been adjusted accordingly.
(**) The number of potential shares was adjusted following the capital increase of 7 May 2018, in accordance with the statutes on BSA warrants and BSPCE warrants (implementation of legal measures to protect the holders of securities), and in accordance with the adjustment clauses of the free share plan.
(***) See New 2016 Kreos BSAs in the general exercise requirements below.
In light of the six-for-one reverse stock split approved by the Annual Ordinary and Extraordinary Shareholders' Meeting of 24 April 2014, six 2013 BSPCEs or six 2013 BSAs (the "warrants") entitle their holders to subscribe for one ordinary share with a nominal value of €0.06 at a subscription price of €0.06. However, after the completion of the capital increase of 7 May 2018, which required implementing measures to protect the holders of securities pursuant to law, the exercise ratio is now six 2013 BSPCEs or six 2013 BSAs for 1.03 ordinary shares with a nominal value of €0.06 per share at a subscription price of €0.06 per share.
The warrants may be exercised at any time for up to ten full years from the award date. The warrants have all become exercisable following the listing of the Company on the Euronext market in Paris (accelerated vesting provided for in the issuance agreement).
Each 2014 BSA entitles its holder to subscribe for one ordinary share at a subscription price of €6.80. However, after the completion of the capital increase of 7 May 2018, which required implementing measures to protect the holders of securities pursuant to law, the exercise ratio is now one 2014 BSA for 1.03 ordinary shares with a nominal value of €0.06 per share at a subscription price of €6.80 per share. In the event all 2014 BSAs are fully exercised, the capital would be increased by €2,472 by issuing 41,200 shares with a nominal value of €0.06 and an issue premium of €277,688, i.e. a total subscription amount of €280,160.
The warrants may be exercised for up to seven full years from the award date and become exercisable at the rate of 1/36th per month from the award date.
Each 2015 BSA entitles its holder to subscribe for one ordinary share at a subscription price of €6.23. However, after the completion of the capital increase of 7 May 2018, which required implementing measures to protect the holders of securities pursuant to law, the exercise ratio is now one 2015 BSA for 1.03 ordinary shares with a nominal value of €0.06 per share at a subscription price of €6.23 per share. In the event all 2015 BSAs are fully exercised, the capital would be increased by €2,059.92 by issuing 34,332 shares with a nominal value of €0.06 and an issue premium of €211,828.44, i.e. a total subscription amount of €213,888.36.
The main characteristics in terms of content are the same as under the Issuance Contract applicable to the 2014 BSAs.
The warrants (BSPCEs/BSAs) were awarded to persons who met the following requirements:
A total of 215,646 shares were awarded under this plan, of which 64,068 have been definitively awarded, as the Board of Directors acknowledged on 16 February 2017. These shares are not subject to any performance conditions.
Each free share has a two-year vesting period and a two-year lock-in period.
The impact of share-based payments on the net result is presented in Note 22.
On 28 January 2016, the Group's Board of Directors awarded 773,200 free shares under two plans.
A total of 673,400 shares was awarded under this plan, including 300,000 shares awarded to corporate officers, i.e. 90,000 shares to Bernard Gilly and 210,000 shares to Khalid Ishaque.
These shares are subject to the following performance conditions:
The foregoing conditions are cumulative.
Each AGA 2016 has a two-year vesting period and a one-year lock-in period.
At its meeting of 21 February 2018, the Board of Directors acknowledged that one of the two performance conditions had been fulfilled and approved the definitive award of 50% of the number of shares under the initial award plan. As a result, the Board of Directors acknowledged the definitive award of 251,800 shares, with a one-year lock-in period. The free shares not awarded were declared to have lapsed.
A total of 99,800 shares were awarded under this plan. Each AGA 2016 has a two-year vesting period and a one-year
lock-in period. These shares are not subject to any performance conditions. These shares were definitively awarded by a decision of the Board of Directors adopted on 7 February 2018 and have a one-year lock-in period.
The impact of share-based payments on the net result is presented in Note 22.
A total of 140,000 shares was awarded under this plan to a single beneficiary. Following the capital increase carried out on 7 May 2018 and the implementation of the adjustment clause, the beneficiary will receive 144,200 free shares, provided he meets the conditions provided for in the free share plan. Each AGA 2017 has a two-year vesting period and a one-year lock-in period. These shares are not subject to any performance conditions.
At its meeting of 12 December 2019, the Board of Directors acknowledged that the presence condition had been met. As a result, the Board of Directors acknowledged the definitive award of 144,200 shares, with a one-year lock-in period.
The impact of share-based payments on the net result is presented in Note 22.
On 27 September 2016, Pixium Vision issued a share warrant to Kreos Capital.
The 2016 Kreos BSA entitles its holder to subscribe for 207,817 ordinary shares at a subscription price of €5.2931. Under this warrant, the share capital would be increased by €12,469.02 by issuing 207,817 shares with a nominal value of €0.06, plus the nominal amount required to protect the BSA holder's rights, generating total subscription proceeds of €1,099,996.16.
This warrant lapsed following the decision of the General Meeting of 27 June 2017 to replace this 2016 BSA with the New 2016 Kreos BSAs described below.
In accordance with the commitments made by the parties under the Venture Loan Agreement of 27 September 2016, which was approved by the General Meeting of 27 June 2017, the 2016 Kreos BSAs were replaced by the 140,935 New 2016 Kreos BSAs. Each New 2016 Kreos BSA confers the right to subscribe for "N" shares determined using the following formula: N = 1,100,000 / P / [Number of 2016 Kreos BSAs], in which P is equal to €7.8050, or in the event of a new stock market listing at a price lower than this amount, or any subsequent issue of marketable securities at an strike price lower than this amount in connection with fundraising, at the lower of such amounts. In any event, the maximum number of shares to be issued was capped at 422,805.
Following the capital increase carried out in the first half of 2018 at a price of €1.87, each New 2016 Kreos BSA confers the right to subscribe for N = 4.1738 shares, i.e. 588,235 shares. However, under the issue contract for the New 2016 Kreos BSAs, at 30 June 2020, the maximum number of shares to be created is 422,805 for a capital increase of €25,368.30, the subscription price "P" of which is currently €1.87 on the basis of the subscription price used for the capital increase, which was completed definitively on 7 May 2018.
Following the capital increase referred to above, which was carried out at a price of €1.87, the 140,935 New 2016 Kreos BSAs should have conferred the right to subscribe for 588,235 shares, a number higher than the maximum of 422,805 shares. Consequently, the Board of Directors decided to issue a 2018 Kreos BSA share warrant conferring the right to subscribe for 165,430 ordinary shares with a value of €0.06, corresponding to the difference between the number of shares to be subscribed and the maximum number of shares authorized under the New 2016 Kreos BSAs. The subscription price of the shares obtained by exercising the 2018 Kreos BSAs is €1.87, which is the price of the 2018 capital increase. As a result, at 31 December 2019, the maximum number of shares to be created was 165,430 for a capital Increase of €9,925.80.
On 16 October 2017, Pixium Vision and Kepler Cheuvreux signed an equity line funding agreement to support the Group's development. Under the agreement, the Group issued a total of 2,000,000 warrants conferring on Kepler Cheuvreux the right to subscribe for the same number of shares. Provided the conditions defined by the parties are met, Kepler Cheuvreux has undertaken to exercise the warrants within 24 months from the time the equity line funding is set up. At 31 December 2018, 2,000,000 share warrants were exercised, leaving a balance of zero exercisable share warrants.
A total of 251,800 shares was awarded under this plan, including 25,700 shares awarded to Khalid Ishaque, a corporate officer.
These shares are subject to the following performance conditions:
The foregoing conditions are cumulative.
Each AGA 2018 has a one-year vesting period and a one-year lock-in period.
At its meeting of 24 July 2019, the Board of Directors acknowledged that one of the two performance conditions had been fulfilled and approved the definitive award of 50% of the number of shares under the initial award plan as from 25 July 2019. As a result, the Board of Directors acknowledged the definitive award of 111,900 shares as from 25 July 2019, with a one-year lock-in period. The free shares not awarded were declared to have lapsed.
On 21 December 2018, Pixium Vision and Kepler Cheuvreux signed an equity line funding agreement to support the Group's development.
Under the agreement, the Group issued a total of 3,000,000 warrants conferring on Kepler Cheuvreux the right to subscribe for the same number of shares. Provided the conditions defined by the parties are met, Kepler Cheuvreux has undertaken to exercise the warrants within 24 months from the time the equity line funding is set up. In 2019, 665,000 share warrants were exercised, leaving a balance of 2,335,000. The remaining 2,335,000 share warrants were cancelled on 6 November 2019 following the conclusion of a contract for the issue of bonds redeemable in cash and/or new shares (ORNAN 2019) (Note 13).
On 24 July 2019, the Group's Board of Directors awarded 20,000 free shares under this plan to a single beneficiary. Each AGA 2019-1 has a two-year vesting period and a one-year lock-in period. These shares are not subject to any performance conditions.
On 12 December 2019, the Group's Board of Directors awarded 375,000 free shares under this plan. These shares are subject to the following performance conditions:
These conditions are independent and each one is a condition for 50% of the award.
Each AGA 2019-2 has a two-year vesting period and a one-year lock-in period.
On 12 December 2019, the Group's Board of Directors awarded 56,250 free shares under this plan to a single beneficiary. Each AGA 2019-3 has a two-year vesting period and a one-year lock-in period. These shares are not subject to any performance conditions.
On 2 October 2019, the Group's Board of Directors awarded 1,107,818 stock options to the Chief Executive Officer.
A fraction of the stock options (20%) awarded will vest on 13 May 2020 without any performance conditions.
For the balance, the vesting period is three years from 13 May 2020 and 1/36th will vest each month of continued presence. Among these stock options, a fraction will be subject to several performance conditions to be met no later than 13 May 2023.
All the options will vest and will be exercisable on the fourth anniversary of the award, provided the defined performance conditions are met.
On 12 December 2019, the Group's Board of Directors awarded 50,000 free shares to a single beneficiary. The vesting period is three years from the first anniversary of the award (award of 25% at the end of the first year and the balance at the rate of 1/36th per month of presence as from the first anniversary of the grant). All options will vest and will be exercisable on the fourth anniversary of the award.
Bpifrance Financement granted Pixium Vision a refundable advance in connection with its contribution to the "SIGHT AGAIN" competitiveness cluster fundamental R&D project.
This advance of a maximum amount of €5,225,680 breaks down as follows:
This refundable advance will be repaid in accordance with the following forecast timetable:
For a total of €5,850,000.
After the refundable advance has been repaid, Pixium Vision may be required to make additional payments over a period of two years of up to € 2,490,000 if its total sales reach €100,000,000.
The difference in the value of the refundable advance depending on the rates used is recognised as a grant (IAS20.10A). The refundable advance is discounted at a rate of 11.5%, using the bond financing set up with Kreos Capital as a reference.
The portion of refundable advances to be repaid in more than one year is recognised in non-current liabilities, and the portion to be repaid within one year is recognised in current liabilities as prepaid income.
The impact of "unwinding" discounted advances is shown in financial expenses. (See Note 21)
Repayments are owed if the project is successful. In the event of failure, a contractual revision clause allows the financial returns to be adjusted, if applicable.
The table below shows the breakdown of debts reported on the balance sheet for each repayable advance instalment:
| (Amounts in euros) | First instalment paid when the contract is signed |
Key stage 1 | Key stage 2 | Key stage 3 | Key stage 4 | Total |
|---|---|---|---|---|---|---|
| Opening balance sheet debt 1/1/2020 | 159,145 | 1,689,229 | 781,491 | – | – | 2,629,865 |
| (+) receipts | – | – | – | – | – | – |
| (-) repayments | – | – | – | – | – | – |
| Prepaid income upon receipt | – | – | – | – | – | – |
| Compound interest | 9,177 | 97,412 | 45,066 | – | – | 151,654 |
| (+) / (–) other movements | – | – | – | – | – | – |
| Balance sheet debt 30/6/2020 | 142,731 | 1,515,004 | 700,889 | – | – | 2,781,518 |
| LT | 2,781,518 | |||||
| ST | – | |||||
| Prepaid income recognised as grants | – | – | – | – | – | – |
| Prepaid income recognised as other current liabilities |
– | – | – | – | – | – |
| (+) / (–) other movements | – | – | – | – | – | – |
| Interest rate | 4.57 % | 5.69 % | 6.48 % | 7.55 % | 9.03 % | – |
| Discount rate | 11.5 % | 11.5 % | 11.5 % | 11.5 % | 11.5 % | – |
| Maturity in years | 0–14 | 0–12 | 0–11 | 0–10 | 0–9 | – |
| (Amounts in euros) | First instalment paid when the contract is signed |
Key stage 1 | Key stage 2 | Key stage 3 | Key stage 4 | Total |
|---|---|---|---|---|---|---|
| Opening balance sheet debt 1/1/2019 | 142,731 | 1,515,004 | 700,889 | – | – | 2,358,623 |
| (+) receipts | – | – | – | – | – | – |
| (-) repayments | – | – | – | – | – | – |
| Prepaid income upon receipt | – | – | – | – | – | – |
| Compound interest | 16,414 | 174,225 | 80,602 | – | – | 271,242 |
| (+) / (–) other movements | – | – | – | – | – | – |
| Balance sheet debt 31/12/2019 | 159,145 | 1,689,229 | 781,491 | – | – | 2,629,865 |
| LT | 2,629,865 | |||||
| ST | – | |||||
| Prepaid income recognised as grants | – | – | – | – | – | – |
| Prepaid income recognised as other current liabilities |
– | – | – | – | – | – |
| (+) / (–) other movements | – | – | – | – | – | – |
| Interest rate | 4.57 % | 5.69 % | 6.48 % | 7.55 % | 9.03 % | – |
| Discount rate | 11.5 % | 11.5 % | 11.5 % | 11.5 % | 11.5 % | – |
| Maturity in years | 0–14 | 0–12 | 0–11 | 0–10 | 0–9 | – |
Interest rate: calculated based on the repayment schedule.
Discount rate: the market rate applied for Pixium Vision.
On 27 September 2016, Pixium Vision signed a bond financing agreement with Kreos Capital for an initial amount of €11 million, which it drew down by €8 million in two tranches on 28 March 2017 and 30 June 2017. It comprises 8 million bonds with a nominal value of €1. A third optional tranche of €3 million was not drawn down and has lapsed.
Each of the amortising tranches bears interest at 11.5%. The maturity dates are 1 September and 1 June 2020 respectively. The repayments on each tranche are made monthly over 33 months, with a payment deferral of nine months for the first tranche and three months for the second tranche. Interest is paid monthly from the drawdown date.
Pixium Vision paid the transaction costs for this financing.
On 25 July 2018, Pixium Vision signed an amendment with Kreos Capital to the €11 million bond financing agreement that had been signed on 27 September 2016. This amendment resulted in the prepayment of Tranche A of the bond issue in the amount of €1.6 million and the cancellation of the same number of bonds (1,600,000), and the simultaneous issue of €1.6 million of convertible bonds ("2018 Convertible Bonds"). Neither the total term of the financing nor the financing rate were changed.
On 25 July 2018, the Group issued 1.6 million convertible bonds with a nominal value of €1 ("2018 Convertible Bonds"), for an amount of €1.6 million, to Kreos Capital, the sole holder. The convertible bonds carry an annual coupon of 11.5% payable monthly. The repayment date of the convertible bonds is 1 September 2020, which the Group has the option of extending for two six-month periods, i.e. until 1 September 2021.
If the conversion option is exercised, the number of shares to which the convertible bondholder is entitled is calculated using the following formula: Number of shares to be received = CR * Number of bonds converted. The conversion ratio is calculated as follows: CR = 1 / (P-D), in which P is equal to €2.2767 and D is equal to the total dividends paid by the Group between 1 August 2018 and the conversion date (P will be increased by 5% if the six-month extension option is exercised and by 10% if the 12-month extension option is exercised), up to a maximum of 1,000,000 ordinary shares with a nominal value of €0.06.
If no dividends are paid during the conversion period or during the period in which the extension option is exercised, the number of shares to be created would be 702,772 if all the convertible bonds are exercised. In the event of conversion, an application for the admission of the ordinary shares to trading on the Euronext regulated market in Paris will be submitted under the current ISIN code of Pixium Vision's ordinary shares (FR0011950641). The new ordinary shares will be immediately identical to Pixium Vision's existing ordinary shares and will carry immediate dividend rights.
The issue contract provides that the conversion option will not be exercised for a period of six months from 1 August 2018.
Pixium Vision paid the transaction costs for this bond issue.
Pixium Vision issued a total of 140,936 share warrants to a Kreos Capital affiliate (see Note 11.2 "2018 Kreos BSAs" and "New 2016 Kreos BSAs") conferring the right to subscribe for a total of 588,235 new ordinary shares of the Group with a nominal value of €0.06 at a price of €1.87. The fair value of these BSA warrants is €69,810, which is recognised as a liability on the statement of financial position in the "Venture loans" item. The fair value was estimated at 31 December 2019 by a valuation expert using the "Black & Scholes" method. Changes in fair value are recognised in other items of comprehensive income.
On 5 November 2019, the Group concluded a financing agreement with European Select Growth Opportunities Fund (ESGO) for a maximum amount of €10 million in the form of bonds redeemable in cash and/or in new shares (ORNAN 2019) over a maximum period of 30 months. The Group also announced the drawdown of a first tranche of bonds for an amount of €1.25 million, in the form of an issue of 125 ORNAN 2019 bonds with a nominal amount of €10,000 each. The ORNAN 2019 bonds do not carry a coupon and their maturity date is one year from the date of issue, i.e. 5 November 2020. Upon conversion, they entitle the holder thereof to receive, at the Group's election: (i) an allotment of new shares and/or (ii) a sum in cash equal to all or part of the amount whose conversion the Investor requests.
• Payment in shares:
N = Vn / P
In which:
"N": equals the number of ordinary shares of the Group to be delivered to the Investor;
"Vn": equals the nominal value of one Bond, i.e. €10,000;
"P": equals 92% of the lowest volume-weighted daily price of the Group's shares on the trading days on which Investors have not sold any shares of the Group on the market during the 10 trading days immediately preceding the date on which the Group receives a conversion notice, which must be at least equal to the minimum issue price for new shares set by a general meeting (i.e. at least equal to the weighted average of the Group's share price over the last three (3) trading days before the issue price is determined (i.e. on the date the conversion notice is received), subject to a possible maximum discount of 20%).
• Payment in cash:
M = (Vn / P)*C
In which:
"M": equals the cash amount to be paid;
"Vn": equals the nominal value of one Bond, i.e. €10,000;
"P": equals 92% of the lowest volume-weighted daily price of the Group's shares on the trading days on which Investors have not sold any shares of the Group on the market during the 10 trading days immediately preceding the date on which the Group receives a conversion notice, which must be at least equal to the minimum issue price for new shares set by a general meeting (i.e. at least equal to the weighted average of the Group's share price over the last three (3) trading days before the issue price is determined (i.e. on the date the conversion notice is received), subject to a possible maximum discount of 20%).
"C": equals the volume-weighted average price of the Group's shares on the date the Group receives a conversion notice.
The issue of subsequent bond tranches resulting in the issue of ORNAN 2019 issuance warrants is subject to the transfer of Pixium Vision to Euronext Growth Paris. These issues will be the subject of a specific disclosure.
Non-current provisions comprise primarily pension liabilities due in more than one year.
| (Amounts in euros) | 30/06/2020 | 31/12/2019 |
|---|---|---|
| Pension liabilities | 187,333 | 186,732 |
| Other provisions | – | 1,928 |
| Net total | 187,333 | 188,660 |
Retirement benefit obligations break down as follows:
| (Amounts in euros) | Amount |
|---|---|
| At 31/12/2018 | (153,399) |
| Cost of services rendered (operating expense) | (24,806) |
| Interest expense (financial expense) | (2,410) |
| Service paid | – |
| Actuarial gain | (6,116) |
| At 31/12/2019 | (186,732) |
| Cost of services rendered (operating expense) | (13,718) |
| Interest expense (financial expense) | (719) |
| Service paid | – |
| Actuarial differences | 13,835 |
| At 30/6/2020 | (187,333) |
Each year, the Group carries out an external valuation of its pension liabilities consisting of retirement benefits. The amount recognised for the first half of 2020 is equal to half the appraiser's annual estimate.
There were no retirements from the Group during the period.
At 31 December 2019, the Group had established a current provision of €260,000 for the grant portion of key stage 3 of the Sight Again project, which was recognised as "Accrued revenue" (see Note 9). This provision reflected the risk that the grant will not be received. As the "Sight Again" subsidy was granted In the first half of 2020, the Group reversed this provision.
| (Amounts in euros) | Non-current | Current | Total |
|---|---|---|---|
| At 30 June 2020 | |||
| Lease liabilities - real estate | 920,042 | 275,302 | 1,195,344 |
| Lease liabilities - other | 6,782 | 12,542 | 19,324 |
| Total - Lease liabilities (1) | 926,824 | 287,844 | 1,214,667 |
| (1) See Note 2 "Leases" | |||
| (Amounts in euros) | Non-current | Current | Total |
| At 31 December 2019 | |||
| Lease liabilities - real estate | 1,046,884 | 267,189 | 1,314,073 |
| Lease liabilities - other | 10,426 | 21,446 | 31,872 |
| Total - Lease liabilities (1) | 1,057,309 | 288,635 | 1,345,944 |
Lease liabilities maturities break down as follows:
| (Amounts in euros) | H1 2020 |
|---|---|
| N +1 | 287,844 |
| N +2 | 288,810 |
| N +3 | 296,638 |
| N +4 | 212,886 |
|---|---|
| N +5 | 106,882 |
| Over 5 years | 21,609 |
| Total | 1,214,667 |
No discounting was applied to trade payables because none of the amounts had payment terms exceeding one year at the end of each period presented.
| (Amounts in euros) | 30/06/2020 | 31/12/2019 |
|---|---|---|
| Trade payables | 638,735 | 843,010 |
| Net total | 638,735 | 843,010 |
Other current liabilities include short-term debts to employees and social security and tax authorities. Prepaid income corresponds to the grant received in connection with the "GrapheneCore 2" R&D project.
| (Amounts in euros) | 30/06/2020 | 31/12/2019 |
|---|---|---|
| Social security liabilities | 994,098 | 983,755 |
| Tax liabilities | 29,669 | 33,749 |
| Refundable advances | – | – |
| Prepaid income | 47,552 | – |
| ST borrowings and financial debts | 1,254,692 | 468,737 |
| Other payables | 1,020 | 2,322 |
| Net total | 2,327,031 | 1,488,563 |
Operating revenue breaks down as follows:
| (Amounts in euros) | 30/06/2020 | 30/06/2019 |
|---|---|---|
| Sales | – | – |
| Research Tax Credit | 743,633 | 1,002,471 |
| Grants | 479,698 | 6,037 |
| Other revenues | 27,360 | 47,220 |
| Net total | 1,250,691 | 1,055,728 |
Research and development expenses break down as follows:
| R&D expenses (Amounts in euros) | 30/06/2020 | 30/06/2019 |
|---|---|---|
| Payroll expense | 1,545,346 | 1,409,234 |
| Subcontracting, collaboration and consultants | 564,093 | 1,136,457 |
| Research supplies | 257,038 | 821,363 |
| Leases (1) | 8,150 | 6,905 |
| Amortisation of use rights | 121,353 | 117,666 |
| Conferences, travel expenses | 71,184 | 55,894 |
| Licence fees | 35,404 | 36,479 |
| Provisions and amortisation allowances | 95,075 | 119,747 |
| Miscellaneous - Services provided (2) | 137,301 | 165,079 |
| Other | 25,139 | 10,796 |
| Net total | 2,860,082 | 3,879,619 |
(1) Lease expenses correspond to non-capitalised leases
(2) Service contracts associated with leases
At 30 June 2020, payroll expenses included an expense for share-based payments of €82,562, compared to an expense of €3,834 a year earlier.
Subcontracting costs and purchases of research supplies decreased in 2020 because of the suspension of clinical and research activities due to COVID-19.
A breakdown of general and administrative expenses by type is shown below:
| General and administrative (Amounts in euros) | 30/06/2020 | 30/06/2019 |
|---|---|---|
| Payroll expense | 954,148 | 1,506,450 |
| Fees | 289,428 | 260,521 |
| Leases (1) | 13,756 | 9,218 |
| Amortisation of use rights | 34,655 | 33,562 |
| Insurance | 22,109 | 23,418 |
| Communication, travel and entertainment expenses | 120,565 | 203,480 |
| Postage and telecommunication costs | 23,685 | 29,905 |
| Administrative supplies and equipment leases | 7,841 | 9,779 |
| Provisions and amortisation allowances | 65,150 | 107,808 |
| Miscellaneous - Services provided (3) | 28,843 | 29,542 |
| Other | 104,131 | 25,972 |
| Net total | 1,664,309 | 2,239,654 |
(1) Lease expenses correspond to non-capitalised leases
(2) Service contracts associated with leases
At 30 June 2020, payroll expenses included an expense for share-based payments of €177,346, compared to an expense of €91,564 a year earlier.
In 2019, payroll expenses included an expense for share-based payments of €91,564, compared to the reversal of provision for estimated expenses of €0.7 million in 2018. In addition, the Group recognised a non-recurring expense of €562,000 for severance payments to its Chief Executive Officer in May 2019.
Provisions and amortisation allowances fell in 2020 due to the impairment loss recognised at 31 December 2019 on the patents for the IRIS® project.
Sales and marketing expenses break down as follows:
| Sales and marketing (Amounts in euros) | 30/06/2020 | 30/06/2019 |
|---|---|---|
| Payroll expense | – | – |
| Fees | – | 5,851 |
| Communication, travel and entertainment expenses | – | 2,202 |
| Other | – | 2,940 |
| Net total | – | 10,994 |
The Group employed 26 persons at 30 June 2020, compared with 30 at 30 June 2019.
Payroll expense breaks down as follows:
| Payroll expense (Amounts in euros) | 30/06/2020 | 30/06/2019 |
|---|---|---|
| Wages and salaries | 1,472,874 | 1,876,981 |
| Social contributions | 703,363 | 827,122 |
| Pension liability expenses | 14,437 | 12,456 |
| Share-based payments | 259,908 | 95,398 |
| Net total | 2,450,582 | 2,811,957 |
In 2019, the Group recognised a non-recurring expense of €562,000 for compensation paid to its Chief Executive Officer, which was allocated between "Wages and salaries" and "Social contributions" for the respective amounts thereof.
Share-based payments relate to all financial instruments (BSA warrants/BSPCE warrants/free shares (AGAs)/SOs) awarded to employees, members of the Board of Directors and scientific advisors. The BSA warrants in connection with the Kreos bonds do not come within the category covered by IFRS 2. They are included at fair value as a liability on the statement of financial position in the "Venture loan" item (See Note 13).
The expense representing the benefit awarded is recognised on a straight-line basis as a payroll expense over the vesting period.
The amount of the annual accounting expense in connection with all share-based payments breaks down as follows:
| 30 June 2020 | 30 June 2019 | |||||
|---|---|---|---|---|---|---|
| In euros | R&D | G&A | Total | R&D | G&A | Total |
| AGAs | 77,677 | 65,198 | 142,874 | 3,834 | 91,564 | 95,398 |
| AGA - Award of 11/12/2017 | 0 | 0 | 0 | 0 | 92,682 | 92,682 |
| AGA - Award of 25/07/2018 | 0 | 0 | 0 | 3,834 | (1,118) | 2,716 |
| AGA-01 - Award of 24/07/2019 | 7,469 | 0 | 7,469 | 0 | 0 | 0 |
| AGA-02 - Award of 12/12/2019 | 70,207 | 11,670 | 81,877 | 0 | 0 | 0 |
| AGA-03 - Award of 12/12/2019 | 0 | 53,528 | 53,528 | 0 | 0 | 0 |
| SOs | 4,885 | 112,148 | 117,034 | 0 | 0 | 0 |
| SO - Award of 2/10/2019 | 0 | 112,148 | 112,148 | 0 | 0 | 0 |
| SO - Award of 22/12/2019 | 4,885 | 0 | 4,885 | 0 | 0 | 0 |
| Total | 82,562 | 177,346 | 259,908 | 3,834 | 91,564 | 95,398 |
*The BSA warrants in connection with the Kreos bonds do not come within the category covered by IFRS 2. They are included at fair value as a liability on the statement of financial position in the "Venture loan" item. See Note 12.
The key features of the various plans are shown in the table below:
| BSAs | BCEs | AGAs | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Award date (CA) | 18/03 2013 |
05/02 2014 |
17/12 2014 |
23/06 2015 |
18/03 2013 |
02/10 2013 |
05/02 2014 |
17/12 2014 |
28/01 2016 |
11/12 2017 |
25/07 2018 |
| Vesting period | 4 years 4 years 3 years 3 years 4 years 4 years 4 years 2 years 2 years 2 | years | 1 year | ||||||||
| Contractual duration | 10 years |
10 years |
7 years 7 years 10 | years | 10 years |
10 years |
– | – | – | – | |
| Average expected duration of instrument |
6 years 6 years 4.5 | years | 4.5 years |
6 years 6 years 6 years – | – | – | – | ||||
| Total number of instruments originally issued (*) |
329,668 136,666 40,000 | 33,333 | 333,419 137,432 468,319 215,646 773,20 | 0 | 140,0 00 |
251,800 | |||||
| Instrument/share ratio (*) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
| Strike price (€) (*) | € 0.06 | € 0.06 | € 6.80 | € 6.23 | € 0.06 | € 0.06 | € 0.06 | N/A | N/A | N/A | N/A |
| Evaluation model used | Black and Scholes | ||||||||||
| Fair value of share at award date (*) |
€ 0.06 | € 0.06 | € 6.10 | € 6.02 | € 0.06 | € 0.06 | € 0.06 | € 6.10 | € 5.25 | € 2.67 | € 1.79 |
| Expected volatility (1) | 45.0 % 45.0 % 45.0 % 45.0 % 45.0 % 45.0 % 45.0 % – | – | – | – | |||||||
| Expected dividends | – | – | – | – | – | – | – | – | – | – | – |
| Performance conditions | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | YES | N/A | YES |
| Fair value of option (*) | € 0.03 | € 0.02 | € 1.64 | € 1.91 | € 0.03 | € 0.03 | € 0.02 | € 6.04 | € 5.25 | € 2.67 | € 1.79 |
| AGA 2019 | SO 2019 | |||||
|---|---|---|---|---|---|---|
| Award date (CA) | 24/07 2019 |
12/12 2019 |
12/12 2019 |
02/10 2019 |
12/12 2019 |
|
| Vesting period | 2 years | 2 years | 2 years | 4 years | 4 years | |
| Contractual duration | – | – | – | 7 years | 7 years | |
| Average expected duration of instrument | – | – | – | 6 years | 6 years | |
| Total number of instruments originally issued (*) | 20,000 | 375,000 | 56,250 | 1,107,818 | 50,000 | |
| Instrument/share ratio (*) | 1 | 1 | 1 | 1 | 1 | |
| Strike price (€) (*) | N/A | N/A | N/A | € 1.10 | € 0.63 | |
| Evaluation model used | Black and Scholes | |||||
| Fair value of share at award date (*) | € 1.50 | € 0.98 | € 0.98 | € 1.01 | € 0.63 | |
| Expected volatility (1) | – | – | – | 52.11 % | 56.95 % | |
| Expected dividends | – | – | – | – | – | |
| Performance conditions | N/A | YES | N/A | YES | N/A | |
| Fair value of option (*) | € 1.50 | € 0.98 | € 0.98 | € 0.42 | € 0.28 |
(*) In order to provide clearer comparability between the instruments and the same conversion ratio, instruments issued before 17/6/2014 (the date of the six-for-one reverse stock split of the Group's shares) have been adjusted accordingly (number, strike price, share value, etc.).
(1) Based on the historical volatility of a panel of comparable companies.
Detailed information on the number of options by category and strike price is provided in Note 10.2.
Financial income and expenses break down as follows:
| Financial income and expenses (Amounts in euros) | 30/06/2020 | 30/06/2020 adjusted (1) |
30/06/2019 reported |
|---|---|---|---|
| Financial income | – | 2,064 | 119,242 |
| Fair value change of Kreos BSAs | – | – | 117,178 |
| Other financial income | – | 2,064 | 2,064 |
| Financial expenses | (528,628) | (514,275) | (514,275) |
| Interest on loans and debts | (305,064) | (475,411) | (475,411) |
| Financial expenses on Leases | (21,348) | (25,426) | (25,426) |
| ORNAN one-day-loss (2) | (190,750) | – | – |
| Other financial expenses | (11,466) | (13,438) | (13,438) |
| Net total | (528,628) | (512,210) | (395,033) |
(1) Since December 2019, changes in fair value are recognized in other non-transferable comprehensive Income.
(2) The one-day-loss corresponds to the difference between the fair value and the transaction price of the convertible bonds.
The Group did not recognise any financial income at 30 June 2020.
At 30 June 2020, financial expenses consisted of interest on the Kreos debt in the amount of €153,410, interest calculated on the "Sight Again" repayable advance in the amount of €151,654, interest calculated on leases in the amount of €21,348 and the recognition of a valuation difference ("one-day loss") of €190,750 corresponding to the difference between the fair value of the unconverted ORNAN 2019 bonds at 30 June 2020 and their issue price.
The remuneration shown below, which was paid to the members of the Group's Board of Directors, was expensed during the periods presented (amounts in euros):
| Related-party transactions (Amounts in euros) | 30/06/2020 | 30/06/2019 |
|---|---|---|
| Wages and salaries | 228,720 | 237,443 |
| Directors' fees | 60,000 | 42,500 |
| Benefits in kind | 66,339 | 19,403 |
| Pension liability expenses | – | 1,693 |
| Share-based payments | 112,148 | 1,386 |
| Net total | 467,207 | 302,425 |
At 30 June 2020, 625 ORNAN bonds were still to be issued. The fair value of these ORNAN bonds if issued would be €7,187,500. (See Note 12 "Key features of ORNAN 2019 bonds")
• On 6 July 2020, Pixium Vision announced the success of its capital increase with pre-emptive subscription rights: €7.3 million (gross of fees) raised to finance the Prima System PRIMAvera pivotal study
| In thousands of euros | H1 2020 | H1 2019 |
|---|---|---|
| Operating revenue | 1,250.7 | 1,055.7 |
| Operating expenses | (4,524.4) | (6,130.3) |
| Research and development | (2,860.1) | (3,879.6) |
| General and administrative expenses | (1,664.3) | (1,588.8) |
| Sales and marketing expenses | - | (11.0) |
| Current operating income | (3,273.7) | (4,423.7) |
| Non-recurring items | - | (650.9) |
| Operating income | (3,273.7) | (5,074.5) |
| Net result | (3,802.3) | (5,586.7) |
| Net earnings per share | (0.15) | (0.26) |
Operating income totalled €1.25 million, which includes a research tax credit of €0.7 million and €0.5 million in accrued subsidies on the "Sight Again" Project.
Research and development (R&D) expenses totalled €2.86 million compared with €3.88 million the previous year. Due to the health measures adopted by the government in the first half of 2020, Pixium Vision was obliged to suspend some of its R&D activities during the period, in particular its clinical studies and the development of its Prima bionic vision system. The Group nevertheless continued to prepare the submission package for the Primavera pivotal study. R&D expenses accounted for 63% of total expenses.
General and administrative expenses (G&A) totalled €1.66 million at end-June 2020, compared to €1.59 million at end-June 2019. G&A expenses are broadly stable year on year. The Group is continuing its policy of controlling operating expenses and concentrates its resources on its research and development projects.
The Group incurred no Sales and marketing expenses in the first half of 2020.
In order to provide a clearer picture of the progression of Pixium Vision's operations, the Group also discloses its Current operating income excluding non-recurring items. This item posted a loss of €3.27 million (compared to a loss of €4.42 million at end-June 2019). The 26% drop in Current operating income was due to the suspension of clinical studies and of the development of the Prima system over the period.
At end-June 2019, non-recurring items consisted primarily of a provision in connection with the departure of the Chief Executive Officer, which had been announced in April 2019.
Financial results were negative by €0.5 million, in line with previous year, primarily due to interest expense in connection with the bond financing set up with Kreos Capital, as well as the interest on refundable advances for the "Sight Again" project.
The Net result was a loss of €3.80 million (compared to a loss of €5.59 million in the first half of 2019). Net earnings per share totalled €(0.15) and €(0.26) at end-June 2020 and end-June 2019, respectively.
Net cash outflow from operating activities totalled €2.88 million and €5.07 million at 30 June 2020 and 30 June 2019, respectively. In 2020, the Group was obliged to postpone its clinical activities and, therefore, suspended orders from its key suppliers for the production of devices for ongoing clinical development. As a result, cash outflow fell by nearly 45% compared to the previous year.
At 30 June 2020, Net cash flows from financing activities totalled €0.84 million. In accordance with IFRS 16, a portion of lease instalments, in the amount of €0.16 million, was included in financing activities. Furthermore, the Company continued the scheduled repayment of the bond issue for an amount of €1.30 million. These items were set off by a net amount of €2.3 million obtained under the financing contract with the European Select Growth Opportunities Fund (ESGO), which was signed in November 2019.
In the first half of 2020, Cash flows from investment activities were quite low and consisted primarily of purchases of industrial and laboratory equipment.
Pixium Vision closed the first half of 2020 with a Net cash position of €5.0 million.
Société anonyme (limited company)
74 rue du Faubourg Saint-Antoine 75012 PARIS
______________________________________
Period from 1 January to 30 June 2020
Société anonyme (limited company)
74 rue du Faubourg Saint-Antoine 75012 PARIS
______________________________________
_____________________________________
Period from 1 January to 30 June 2020
Au Directeur Général,
En notre qualité de commissaire aux comptes de la société PIXIUM VISION, et en réponse à votre demande, nous avons effectué un examen limité des comptes consolidés semestriels résumés relatifs à la période du 1er janvier au 30 juin 2020, tels qu'ils sont joints au présent rapport.
Ces comptes consolidés semestriels résumés ont été établis sous la responsabilité de votre conseil d'administration le 23 juillet 2020 sur la base des éléments disponibles à cette date dans un contexte évolutif de crise liée au Covid-19 et de difficultés à appréhender ses incidences et les perspectives d'avenir. Il nous appartient, sur la base de notre examen limité, d'exprimer notre conclusion sur ces comptes.
Nous avons effectué notre examen limité selon les normes d'exercice professionnel applicables en France et la doctrine professionnelle de la Compagnie Nationale des Commissaires aux Comptes relative à cette intervention. Un examen limité consiste essentiellement à s'entretenir avec les membres de la direction en charge des aspects comptables et financiers et à mettre en œuvre des procédures analytiques. Ces travaux sont moins étendus que ceux requis pour un audit effectué selon les normes d'exercice professionnel applicables en France. En conséquence, l'assurance que les comptes consolidés semestriels résumés, pris dans leur ensemble, ne comportent pas d'anomalies significatives obtenue dans le cadre d'un examen limité est une assurance modérée, moins élevée que celle obtenue dans le cadre d'un audit.
Sur la base de notre examen limité, nous n'avons pas relevé d'anomalies significatives de nature à remettre en cause la conformité des comptes consolidés semestriels résumés avec la norme IAS 34 –norme du référentiel IFRS tel qu'adopté dans l'Union européenne relative à l'information financière intermédiaire.
Ce rapport est régi par la loi française. Les juridictions françaises ont compétence exclusive pour connaître de tout litige, réclamation ou différend pouvant résulter de notre lettre de mission ou du présent rapport, ou de toute question s'y rapportant.
2 l PIXIUM VISION l Limited review report of the auditor on the summarized half-year consolidated financial statements – Period from 1 January to 30 June 2020
I certify that, to my knowledge, the summary financial statements for the past half-year were prepared in accordance with applicable accounting standards and give a fair view of the assets, financial position and results of the Company at 30 June 2020, and that the half-year business report presents a fair overview of major events that occurred during the first six months of the year, their impact on the financial statements, the main transactions between related parties and a description of the principal risks and uncertainties for the remaining six months of the year.
Lloyd Diamond Chief Executive Officer 24 July 2020
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