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Pharma Equity Group A/S Interim / Quarterly Report 2023

Aug 16, 2023

3425_rns_2023-08-16_96c25be9-c4b1-4ad2-af25-8a10397b394d.pdf

Interim / Quarterly Report

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Pharma Equity Group A/S

Consolidated interim report

for the 6 month-period ended 30 June 2023

Pharma Equity Group A/S

Slotsmarken 18, 2., 2970 Hørsholm, Denmark
Registered number: 26 79 14 13


Content

Page
Company information 2
Chairman and CEO letter 3
Shareholder information 4
Management's review 5
Management's report 8
Consolidated statement of comprehensive income 9
Consolidated statement of financial position 10
Consolidated statement of changes in equity 11
Consolidated cash flow statement 12
Notes to the consolidated interim financial statements 13

Company information

Group companies
Pharma Equity Group A/S - listed parent company
Reponex Pharmaceuticals A/S - 100% owned subsidiary

Executive management
Thomas Kaas Selsø

Board of directors
Christian Vinding Thomsen, chairman
Lars Rosenkrantz Gundorph
Peter Vilmann

Registered number
26 79 14 13

Registered office
Slotsmarken 18, 2. th.
2970 Hørsholm
Denmark

Website, Pharma Equity Group A/S
www.pharmaequitygroup.com

Website, Reponex Pharmaceuticals A/S
www.reponex.dk

2


Chairman and CEO letter

Chairman and CEO letter

After the successful transaction between Pharma Equity Group A/S ("PEG" and "the Group") and Reponex Pharmaceuticals A/S ("Reponex") late in Q1 2023 (reference are made to Q1 2023 report) focus in Q2 2023 has been on developing the Group's organization, strengthening the product development and communication.

The organization has been strengthened with employment of new CMO, Research Scientist and Finance Manager.

As the Board of Directors has been reduced to 3 members (announcement no 35 from 15 June 2023) the Company will soon call for an EGM with proposal of expanding numbers of board members with 2-3 strong members.

PEG and Reponex intensified marketing and communication in several areas in Q2-2023. A completely new communication and marketing strategy has been drawn up, which has, among other things, resulted in the development of new films about the Reponex Corporate Identity, about the repositioning strategy and the various drug candidates. Reference is made to PEG website direct link:

Corporate Identity Video

The website is also under development and the current Reponex website is being integrated with PEG's. We are also looking at making the website appear more inviting and structured for an investor to access.

Part of the communication strategy is about significantly increasing the degree of awareness in relation to Reponex and PEG, so that the total number of shareholders can be increased significantly from the current approx. 1,600. The turnover in a share is decisive for whether there is an effective price formation. If there are many buyers and sellers in a share, the turnover will usually be relatively large. And the greater turnover, the more difficult it is for large investors to move the market price by entering large buy or sell orders. An increased number of shareholders in Pharma Equity Group will therefore, all other things being equal, increase the liquidity and marketability of the share.

Reponex has six promising drug candidates under clinical development and testing in four areas, each of which is characterized by a great need for treatment, where Reponex is currently expected to offer better and/or cheaper treatments:

  • Prevention of colon and rectal cancer and prevention of metastases
  • Prevention and treatment of bacterial peritonitis
  • Alleviation of the symptoms of the inflammatory disorders Crohn's disease and pouchitis
  • Treatment of chronic wounds and infected chronic wounds

Reponex takes the drug candidates up to and including clinical phase 2, where a data basis has been obtained that confirms the drug's clinical relevance. After this, the strategy is to enter into license agreements with larger pharmaceutical companies, which can take the drugs further in the process towards the final regulatory approval for marketing and distribution.

In Q2 2023 development of the six candidates has been ongoing according to the plans and for Pouchitis we have received encouraging data from the first part of a clinical study. Please see Announcement no. 34 from 8 June 2023.

Referring to Announcement no 36 of 30 June 2023 regarding the receivable from Portinho S.A. with an carrying value per 30 June 2023 of DKK 62.8 million, Portinho S.A has announced that neither the sellers of Portinho S.A nor their lawyer have any reason to believe that effective payment will not be settled soon, but not in time for the Company's receivables to be settled on July 1, 2023, as agreed.

Based on the above information and a continuous close dialogue between the Company's Board of Directors and the management of Portinho S.A., it is the clear expectation of the Board of Directors that the receivable will be repaid within a short period of time.

In H12023 Pharma Equity Group A/S realized a loss after tax of DKK 7.2 million, which is in line with expectations for H1 2023. As of 30 June 2023, equity equals DKK 55.9 million.

We maintain the previously announced expectations for 2023, a loss before tax in the range of DKK 18 to DKK 22 million. The outlook does not reflect any gains/losses relating to the upcoming settlement of the Portinho S.A receivable.

Hørsholm 16 August 2023

Christian Vinding Thomsen, chairman

Thomas Kaas Selsø, CEO


Shareholder information

Master data:

Stock Exchange: Nasdaq Copenhagen main stock exchange
ISIN Code: DK0061155009
Symbol: PEG
LEI Code: 2138008SUI4D917FKN20
CVR no 26791413
Share capital DKK 1,022,963,883
Denomination DKK 1.00
No. of shares/votes 1,022,963,883
Negotiable Yes
Voting restrictions No

Pharma Equity Group shares and capitalization

On 30 June 2023, PEG has a nominal share capital of DKK 1,022,963,883 consisting of 1,022,963,883 shares of each DKK 1.00. On 30 June 2023, the share price was DKK 0.575 corresponding to a market value of DKK 588 million.

In connection with the transaction between PEG and Reponex, BDO state-authorized audit firm prepared a non-cash contribution report of Reponex Pharmaceuticals where BDO stated the value of Reponex to be at least DKK 1,500 million. Reference is made to our webpage under investors – prospectus and documentation.

PEG has entered into a Digital IR / Corporate Visibility subscription agreement with H.C. Andersen Capital. End May 2023, H.C. Andersen Capital published a one-pager investment case regarding PEG. Reference is made to PEG website investor/valuation or direct link:

Company Name (pharmaequitygroup.com)

Shareholding structure

PEG’s shareholders are preliminary residents of Denmark. On June 2023 the following shareholders held more than 5% of the share capital and votes:

  • Niels Erik Jespersen Holding ApS, Haarby
  • N.H.L. Enterprise ApS, Holsted
  • Biopharma Holding ApS, Hørsholm

Rest of the shares are spread out on approximately 1,600 shareholders which is an increase from 1,200 as of 31 March 2023.

Management shareholding and market value 30 June 2023

Name *Number of shares Value 30 June 2023 TDKK
Thomas Kaas Selsø, CEO, PEG 1,822,474 1,048
Christian Vinding Thomsen, Chairman of the Board, PEG 1,233,605 709
Lars Rosenkrantz Gundorph, Board Member, PEG 21,351,475 12,277
Troels Peter Troelsen, Board Member, Reponex 21,944,945 12,618
Charlotte Pahl, Board Member, Reponex 3,694,210 2,124
Total Management shareholdings 50,046,709 28,777
  • Including shares held in entities controlled by them

Management's review

The Group's principal activities

PEG is a company listed on Nasdaq Copenhagen main stock exchange.

On 24 March 2023, PEG completed the acquisition of the entire share capital in Reponex in exchange for shares in PEG. The shares issued to the shareholders of Reponex had its first trading day on Nasdaq Copenhagen on 28 March 2023. As a result of the transaction, a legal group has been established in 2023 with PEG as the legal parent, and Reponex as a 100% owned subsidiary, and hence PEG is required to publish consolidated financial statements from 2023.

Since the now former shareholders of Reponex have become the majority shareholders of PEG, the transaction has been accounted for as a reverse take-over when preparing the consolidation reporting for the Group, where Reponex has been identified as the accounting acquirer. Hence, the consolidated interim report reflects the assets, liabilities, operations and cash flows of Reponex for the entire H1 2023, including reported comparative figures for Reponex, whereas the assets, liabilities, operations and cash flows of PEG are reflected in the consolidated interim report from 24 March 2023 where the transaction was completed.

In the past, the published annual reports and interim reports for PEG reflected PEG's operations on a stand-alone basis, but as a result of Reponex being identified as the accounting acquirer, the past financial results of PEG will be not reflected in the consolidated interim figures for periods before 24 march 2023. Therefore the consolidated statement of comprehensive income and cashflow statement for H1 2023 consists of Reponex for whole H1 2023 and PEG for the period 24 march 2023 - 30 June 2023. Figures from 2022 only consists from Reponex activity.

Description of Reponex' operations

Reponex is a clinical-stage biopharmaceutical company dedicated to the development of new, effective treatments for diseases that have significant patient and social impact for which current therapy is lacking or in need of improvement. The diseases are acute or life threatening, such as bacterial peritonitis and colorectal cancer, or may be chronic diseases that reduce lifespan and the quality of life and may shorten it, including inflammatory bowel diseases or complications of chronic diseases such as the disabling non-healing skin ulcers in patients with diabetes or venous insufficiency. There is a continuing unmet medical need to improve the treatment of these difficult conditions, which is what Reponex strives to achieve.

It is Reponex's ambition to create value through the company's sustaining platform by bringing the clinical programs to a clinical stage with relevant clinical data documenting the effect of the drug candidates, that will be a strong starting point for the completion of an exclusive licensing of the company's drug candidates to global pharmaceutical companies, that can contribute to execution of the further clinical and regulatory process as well as having relevant distribution power.

Reponex is an organizational efficient company with an aggressive commercial outsourcing strategy to be as agile as possible, to meet complex and continual changes in the pharma industry. The strategy creates a cost efficient and flexible way to create relevant human resources fast, which is considered a key factor and driver of success.

It is Reponex's clinical strategy to establish collaborations with internationally leading institutions and hospitals in combination with the best experts in each of the company's specific clinical areas.


Management's review

Estimates and judgements

The preparation of the interim consolidated report requires the making of estimates and judgements that effects the reporting of assets, liabilities and expenses. The estimates and judgements are reviewed on an ongoing basis. Estimates and judgements are based on actual results and on various other assumptions, which the Group believes to be reasonable under the circumstances. However, the actual result may differ significantly from the estimates. We believe that the accounting policies relating to intangible assets involve estimates or judgements that could affect the reported financial position and results.

Management has especially considered the accounting for the Reponex transaction and concluded that Reponex is the accounting acquirer and thereby the transaction is accounted for as a reverse take-over.

As part of the accounting for the transaction as a reverse take-over, PEG's assets and liabilities are measured at their fair values at the transaction date with special focus on the value measurement of the Portinho S.A receivable. Management has considered various ways of determining a relevant and reliable fair value of the receivable, and concluded that fair value extracted from the market value of PEG, just prior to the transaction, represents the most relevant and reliable fair value of the receivable, and based on the key expectation that Management finds it reasonable to expect that the receivable will be settled within a short period of time.

See note 1.2 and note 5 for further description.

Financial performance

In H1 2023, the Group has continued its work on preparing the portfolio of clinical programs being ready for commercialization in the coming years.

The result for the period, a loss of TDKK 7,210, is in line with Management's expectations for H1 2023.

Key Figures

| | PEG Group*
01-04-2023 - 30-06-2023
(unaudited)
TDKK | Reponex
01-04-2022 - 30-06-2022
(unaudited)
TDKK | PEG Group
01-01-2023 - 30-06-2023
(unaudited)
TDKK | Reponex
01-01-2022 - 30-06-2022
(unaudited)
TDKK | Reponex
01-01-2022 - 31-12-2022
(audited)
TDKK |
| --- | --- | --- | --- | --- | --- |
| Revenue | 0 | 0 | 0 | 0 | 0 |
| Operating profit/loss | -4,934 | -2,886 | -8,329 | -5,366 | -12,043 |
| Financials costs, net | -82 | -6 | -85 | -12 | -22 |
| Profit/loss | -4,346 | -2,461 | -7,210 | -4,574 | -10,210 |
| Total assets | 85,625 | 25,153 | 85,625 | 25,153 | 19,984 |
| Investments in tangible assets | 0 | 0 | 73 | 0 | 0 |
| Equity | 55,914 | 22,960 | 55,914 | 22,960 | 17,379 |
| Solvency ratio | 65.3% | 91.3% | 65.3% | 91.3% | 87.0% |
| Earnings per share | -0.00 | -0.00 | -0.01 | -0.00 | -0.01 |

Financial resources

The Group does not expect commercial revenue until 2025. Therefore, Management has particular focus on ensuring that the Group has sufficient financial resources available to meet its obligations as they fall due.

A significant part of the Group's financial loans is to be settled when payment has been received on the Group's receivable from Portinho S.A. If the Portinho S.A receivable, against expectations, is not settled within a short period, arrangements are in place with the financial lenders where repayment of a significant part of the financial loans will be deferred and thereby ensuring that the Group will still be able to carry out the planned activities for the foreseeable future.

Management has assessed its financial resources based on its expected costs and investments for 2023, and on this basis Management is concluding that sufficient funding is available to continue the operations of the Group as planned. In relation to 2024 and forward Management is exploring opportunities for a capital increase, establishment of increased credit facilities and other options.


Management's review

Outlook 2023

PEG reported its outlook in company announcement no. 17, and the outlook remains unchanged with no commercial revenue in 2023 and an expected pre-tax loss in the range of DKK 18 to 22 million for the Group. The outlook does not reflect any gains/losses relating to the upcoming settlement of the Portinho S.A receivable.

Organization

As per 31 March 2023 PEG employed Thomas Kaas Selsø as new CEO.

On the 15 June 2023 the former chairman of the Board of Directors and a Board Member decided to resign from the Board and the Board of Directors now consists of:

Christian Vinding Thomsen, chairman
Lars Rosenkrantz Gundorph
Peter Vilmann

Reference is made to Announcement no. 35 from 15 June 2023.

The organization has in Q2 2023 been strengthened with employment of new CMO, Research Scientist and Finance Manager.

Clinical programs

In Q2 2023 development of the six candidates has been ongoing according to the plans and for Pouchitis encouraging data from the first part of a clinical study has been received. Please see Announcement no. 34 from 8 June 2023.

For further information regarding the clinical programs reference is made to Prospectus of 27th February 2023 section 27 Business overview (pages 57 - 80).

Events after 30 June 2023

No Impotant events have occurred after 30 June 2023


Management's report

The Board of Directors and the Executive Management have today reviewed and approved the consolidated interim report of Pharma Equity Group A/S for the period 1 January 2023 - 30 June 2023.

The consolidated interim report has been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union, and additional Danish interim reporting requirements for listed companies.

In our opinion, the accounting principles applied are appropriate and the consolidated interim report gives a true and fair view of the Group's assets and liabilities and financial position at 30 June 2023 and of the results of the Group's operations and cash flow for the period 1 January to 30 June 2023.

Further, in our opinion, Management's review gives a true and fair review of the development in the Group's operations and financial matters, the result of Group's operations for the period and the financial position as well as description of the principal risks and uncertainties that the Group is facing.

Hørsholm, 16 August 2023

Executive Management

Thomas Kaas Selsø, CEO

Board of Directors

Christian Vinding Thomsen
Chairman

Lars Rosenkrantz Gundorph

Peter Vilmann


Consolidated statement of comprehensive income

| Note | | PEG Group
01-04-2023 - 30-06-2023
(unaudited)
TDKK | Reponex
01-04-2022 - 30-06-2022
(unaudited)
TDKK | PEG Group

01-01-2023 - 30-06-2023
(unaudited)
TDKK | Reponex
01-01-2022 - 30-06-2022
(unaudited)
TDKK | Reponex
01-01-2022 - 31-12-2022
(audited)
TDKK |
| --- | --- | --- | --- | --- | --- | --- |
| 3 | Revenue | 0 | 0 | 0 | 0 | 0 |
| | Production costs | 0 | 0 | 0 | 0 | 0 |
| | Gross profit | 0 | 0 | 0 | 0 | 0 |
| | Research and development costs | -2,514 | -1,494 | -4,124 | -2,768 | -6,263 |
| | Administrative costs | -2,420 | -1,392 | -4,206 | -2,598 | -5,780 |
| | Operating profit/loss (EBIT) | -4,934 | -2,886 | -8,329 | -5,366 | -12,043 |
| | Financial income | 370 | 0 | 370 | 0 | 0 |
| | Financial expenses | -452 | -6 | -455 | -12 | -22 |
| | Profit/loss before tax | -5,016 | -2,892 | -8,415 | -5,378 | -12,065 |
| 4 | Tax on profit/loss for the period | 670 | 431 | 1,205 | 804 | 1,855 |
| | Net profit/loss for the period | -4,346 | -2,461 | -7,210 | -4,574 | -10,210 |
| | Other comprehensive income/loss | 0 | 0 | 0 | 0 | 0 |
| | Total comprehensive income/loss | -4,346 | -2,461 | -7,210 | -4,574 | -10,210 |
| 9 | Earnings per share (EPS basic), DKK | -0.00 | -0.00 | -0.01 | -0.00 | -0.01 |
| 9 | Diluted earnings per share (EPS-D), DKK | -0.00 | -0.00 | -0.01 | -0.00 | -0.01 |

  • PEG Group comprehensive income for H1 2023 and Q2 2023 consists of Reponex for H1 2023 and PEG for the period 24 March 2023 - 30 June 2023.

Consolidated statement of financial position

| ASSETS | | PEG Group
30-06-2023
(unaudited) | Reponex
30-06-2022
(unaudited) | Reponex
31-12-2022
(audited) |
| --- | --- | --- | --- | --- |
| Note | | TDKK | TDKK | TDKK |
| Non-current assets | | | | |
| 6 | Intangible assets | 11,815 | 12,842 | 12,328 |
| 6 | Tangible assets | 64 | 0 | 0 |
| 6 | Right-of-use assets | 438 | 722 | 582 |
| | Tax receivable | 1,205 | 804 | 0 |
| Total non-current assets | | 13,522 | 14,368 | 12,910 |
| Current assets | | | | |
| 7 | Inventories | 1,592 | 1,633 | 1,587 |
| | Receivable Portinho S.A. | 62,772 | 0 | 0 |
| | Other receivables | 2,233 | 874 | 802 |
| | Prepaid expenses | 138 | 106 | 0 |
| | Current tax receivable | 1,855 | 1,483 | 1,855 |
| | Cash and cash equivalents | 3,512 | 6,690 | 2,830 |
| | Total current assets | 72,103 | 10,786 | 7,074 |
| Total assets | | 85,625 | 25,153 | 19,984 |
| EQUITY AND LIABILITIES | | | | |
| Note | | 30-06-2023
TDKK | 30-06-2022
TDKK | 31-12-2022
TDKK |
| | Share capital | 1,022,964 | 830 | 830 |
| | Reserve for capitalised development costs | 6,896 | 8,488 | 7,409 |
| | Other reserves | -973,945 | 13,643 | 9,140 |
| 11 | Total equity | 55,914 | 22,960 | 17,379 |
| | Lease liabilities | 124 | 451 | 295 |
| | Total long-term liabilities | 124 | 451 | 295 |
| | Trade payables | 6,748 | 1,043 | 1,606 |
| | Bank debt | 7,406 | 0 | 0 |
| | Financial loans | 7,083 | 0 | 0 |
| 14 | Loans from related parties | 6,582 | 0 | 0 |
| | Lease liabilities | 314 | 270 | 286 |
| | Other liabilities | 1,454 | 428 | 418 |
| | Total current liabilities | 29,586 | 1,742 | 2,310 |
| | Total liabilities | 29,710 | 2,193 | 2,605 |
| | Total equity and liabilities | 85,625 | 25,153 | 19,984 |


Consolidated statement of changes in equity

Share capital Share premium account Reserve for capitalised development costs Other reserves Total equity
Statement of changes in equity
01-01-2022 - 30-06-2022
Equity Reponex as at 01-01-2022 830 0 9,959 16,583 27,371
Net profit/loss 0 0 0 -4,574 -4,574
Share based payments 0 0 0 163 163
Capitalised development costs, movement in reserve 0 0 -1,471 1,471 0
0 0 -1,471 -2,940 -4,411
Dividends 0 0 0 0 0
Transactions with owners 0 0 0 0 0
Equity Reponex as at 30-06-2022 830 0 8,488 13,643 22,960
Statement of changes in equity
01-01-2023 - 30-06-2023
Equity Reponex as at 01-01-2023 830 0 7,410 9,140 17,379
Net profit/loss 0 0 0 -7,210 -7,210
Capitalised development costs, movement in reserve 0 0 -514 514 0
0 0 -514 -6,696 -7,210
Capital increase from warrants exercised 20 12,684 0 0 12,704
Transfer of share premium 0 -12,172 0 12,172 0
Costs related to warrants exercised 0 -512 0 0 -512
Reversal of share capital Reponex 24-03-2023 -850 0 0 850 0
PEG Group, Equity 24-03-2023 45,616 0 0 -10,948 34,668
Shares issued to Reponex shareholders 24-03-2023 977,348 0 0 -977,348 0
Transaction costs on issue of shares 0 0 0 -1,115 -1,115
Dividends 0 0 0 0 0
Transactions with owners 1,022,134 0 0 (976,389) 45,745
Equity PEG Group as at 30-06-2023 1,022,964 0 6,896 -973,945 55,914

Consolidated cash flow statement

| Note | PEG Group
01-04-2023 -
30-06-2023
(unaudited)
TDKK | Reponex
01-04-2022 -
30-06-2022
(unaudited)
TDKK | PEG Group

01-01-2023 -
30-06-2023
(unaudited)
TDKK | Reponex
01-01-2022 -
30-06-2022
(unaudited)
TDKK | Reponex
01-01-2022 -
31-12-2022
(audited)
TDKK |
| --- | --- | --- | --- | --- | --- |
| Profit/loss before tax | -5,016 | -2,892 | -8,415 | -5,378 | -12,065 |
| Adjustment of non-cash transactions: | | | | | |
| Depreciation, amortisation and impairment losses | 261 | 257 | 523 | 514 | 1,027 |
| Share based payments | 0 | 81 | 0 | 163 | 217 |
| Financial income | -370 | 0 | -370 | 0 | 0 |
| Financial expenses | 452 | 6 | 455 | 12 | 22 |
| Change in working capital: | 0 | 0 | 0 | 0 | 0 |
| Inventories | 0 | 13 | -5 | -472 | -426 |
| Receivables | -1,209 | -365 | -1,247 | 88 | 160 |
| Trade payables | -235 | 368 | -1,025 | 297 | 860 |
| Prepaid expenses | -88 | -40 | -138 | -83 | 23 |
| Other liabilities | 648 | 142 | 761 | 158 | 147 |
| Corporate tax | 0 | 0 | 0 | 0 | 1,484 |
| Net cash used in operating activities before net financials | -5,557 | -2,430 | -9,461 | -4,701 | -8,551 |
| Financial income received | 0 | 0 | 0 | 0 | 0 |
| Financial expenses paid | -452 | -6 | -455 | -12 | -22 |
| Net cash used in operating activities | -6,008 | -2,436 | -9,916 | -4,713 | -8,573 |
| Purchase of tangible assets | 0 | 0 | -73 | 0 | 0 |
| Net cash used in investing activities | 0 | 0 | -73 | 0 | 0 |
| Repayment bank loan | -5 | 0 | -5 | 0 | 0 |
| Financial loan | 87 | 0 | 87 | 0 | 0 |
| Loans from shareholders | 230 | 0 | 230 | 0 | 0 |
| Transaction costs paid | -2,870 | 0 | -2,870 | 0 | 0 |
| Proceeds from capital increases | 0 | 0 | 12,192 | 0 | 0 |
| Net cash received from financing activities | -2,558 | 0 | 9,634 | 0 | 0 |
| Total cash flows for the period | -8,566 | -2,436 | -355 | -4,713 | -8,573 |
| Cash and cash equivalents PEG upon transaction date | 0 | 0 | 1,037 | 0 | 0 |
| Cash and cash equivalents beginning of period | 12,079 | 9,126 | 2,830 | 11,403 | 11,403 |
| Cash equivalents end of period | 3,512 | 6,690 | 3,512 | 6,690 | 2,830 |
| Cash and cash equivalents, end of period, comprise: | | | | | |
| Cash and cash equivalents | 3,512 | 6,690 | 3,512 | 6,690 | 2,830 |
| Total | 3,512 | 6,690 | 3,512 | 6,690 | 2,830 |

  • PEG Group cash flow statement for H1 2023 and Q2 2023 consists of Reponex for whole H1 2023 and PEG for the period 24 March 2023 - 30 June 2023.

Notes

  1. Accounting policies
  2. Nature of operations
  3. Revenue, segment and seasonality information
  4. Income tax
  5. PEG/Reponex transaction
  6. Impairment testing of intangible assets and equipment
  7. Receivable Portinho S.A.
  8. Capital resources as per 30-06-2023
  9. Earnings per share
  10. Warrants
  11. Changes in number of shares and share capital PEG
  12. Contingent liabilities
  13. Financial risks and financial instruments
  14. Related party transactions
  15. Guarantees and securities
  16. Events occurring after the balance sheet date

13


Notes to the interim consolidated financial statements

1. Accounting policies

1.1 Basis of preparation

The consolidated interim report for the period 1 January – 30 June 2023 (“H1 2023”) has been prepared in accordance with IAS 34 Interim financial reporting, as adopted by the EU, and additional Danish interim reporting requirements for listed companies.

The interim report does not include all the information and disclosures required in the annual consolidated financial statements.

As reported in the Q1 2023 report, PEG in Q1 2023 has acquired the entire share capital in Reponex in exchange for shares in PEG and whereby the shareholders of Reponex have become the majority owner of PEG. The acquisition of Reponex means that PEG from 24 March 2023 is required to publish consolidated financial statements. In the past, PEG has reported financial figures on a stand-alone basis.

With the Reponex shareholders becoming the majority owners of PEG, Reponex has been identified as accounting acquirer for the purposes of the consolidated financial statements. Hence, the consolidated interim report reflects the assets, liabilities, operations and cash flows of Reponex for the entire H1 2023, including reported comparative figures, whereas the assets, liabilities, operations and cash flows of PEG are reflected in the consolidated interim report from 24 March 2023 where the transaction was completed. Hence, this is an important change compared to the past. For the reporting of historical financial figures for PEG, reference is made to past annual IFRS financial statements and IFRS interim reports.

Also, Reponex has applied IFRS in the past, and there have been no changes in the accounting principles and the application of IFRS in H1 2023 compared to the accounting principles applied by Reponex in the past. Reference is made to the 2022 Annual report for Reponex Pharmaceuticals A/S, which include a detailed description of the accounting principles applied in accordance with IFRS.

The Group has made a few changes in the H1 2023 report compared to the Q1 2023 report. The calculation of EPS has been revisited and changed as a result of applying the accounting rules for reverse take-overs. In addition, the classification of R&D costs and administrative costs and the sequence of items in the statement of changes in equity have been changed. Comparative figures have been updated accordingly. The changes have no impact on the results or equities for the periods presented in the consolidated interim report

1.2 Significant accounting estimates and judgements

For H1 2023, Management has especially applied significant accounting estimates and judgements as follows:

Accounting for PEG/Reponex transaction

As of 24 March 2023, PEG acquired 100% of the share capital in Reponex by issuing 977,347,625 shares of DKK 1 each in a rights issue to the shareholders of Reponex after which the shareholders in Reponex owned approx. 95% of the total share capital in PEG. On this basis, Reponex has been identified as the accounting acquirer for the purposes of the preparation of the consolidated financial statements, and the transaction is accounted for as a reverse take-over. See note 5 for further information.

Measurement of Portinho S.A receivable and impact on assessment of financial resources

PEG’s most significant asset is the receivable from Portinho S.A, which has been outstanding for some years, and in 2021 it was agreed to accept payment of the outstanding amount on 1 July 2023 at the latest. Despite the fact that the amount has not yet been received, Management is still convinced that the amount will be received within a short period. Reference is made to Announcement no. 36 from 30 June 2023.

As a result of the PEG/Reponex transaction being accounted for as a reverse take-over, PEG’s Portinho S.A receivable has been subject to a separate fair value measurement exercise, since IFRS rules, in a reverse take-over transaction, require identifiable assets and liabilities of PEG to be recognised and measured at their fair values at the transaction date. Management has considered various ways of determining a relevant and reliable fair value of the receivable, and concluded that fair value of the receivable extracted from the market value of PEG, just prior to the transaction, represents the most relevant and reliable fair value of the receivable.

14


Notes to the interim consolidated financial statements

1.2 Significant accounting estimates and judgements - continued

  • Just prior to the transaction, PEG in reality only had one asset and did not have any operations, and hence, the market value of PEG to a large extent reflects the market's valuation of the receivable.

  • Due to the nature of the receivable, Management has concluded that a separate fair value assessment of the receivable, including making use of outside experts, would be subject to significant uncertainty, and thereby such valuation would not be a better or more reliable reflection of the receivable's fair value than the fair value which can be extracted from the market value of PEG just prior to the completion of the transaction.

  • Management has considered whether the market value of PEG just prior to the completion of the transaction included a value relating to the shell of PEG being an empty stock listed company. Management has noted that the price per share of PEG has decreased after the completion of the transaction and the listing of the shares issued to the Reponex shareholders. Although the development in the stock price for the PEG shares after the listing of the new shares is a result of multiple elements, Management finds that the development in the share price – among other things – indicate that the market has not assigned a substantial value to the upcoming Reponex transaction in the stock price for PEG prior to the completion of the PEG/Reponex transaction, and hence Management finds that it is reasonable to assume and conclude that the value of the stock shell is not material, and hence no value for stock shell has been identified and recognized in the H1 2023 interim consolidated report.

By determining the fair value by extracting it from the market value of PEG just prior to the completion of the transaction, the Portinho S.A receivable was valued at DKK 62.4 million at 24 March 2023 (the transaction date). Interest income in Q2 2023 amounts to DKK 0.4 million.

In the stand-alone financial statements for 2022 for PEG, the receivable was valued at DKK 70.8 million based on a discounting of the amount expected to be paid on 1 July 2023 at the latest. Management estimates that the receivable would have been valued at DKK 74.5 million at 30 June 2023 had the same methodology and discount rate as applied at 31 December 2022 been applied also at 30 June 2023.

As further described in note 7, based on regular dialogue with representatives from Portinho S.A, Management finds that it is reasonable to expect that the receivable will be paid within a short period with an amount at least equal to the carrying value.

The receivable represents a significant expected financial resource to the Group, and hence Management has also made assessments of consequences if the receivable is not paid at the agreed due date. As further outlined in note 8, the Group's financial loans fall due concurrently with the receipt of payment from Portinho S.A. PEG has made arrangements with the financial lenders with alternative payment plans if the payments from Portinho S.A are not as agreed and expected paid within a short period of time. As outlined in note 8, this will ensure that the Group has sufficient financial resources available to executing on its plans for the foreseeable future.

Accounting for development costs

The Group is engaged in various development activities and as such the Group makes estimates as to whether the development costs meet the requirements for capitalization, or whether the costs incurred should be expensed as incurred. Reponex' development projects are close to the time when income can be expected primarily from entering into partnerships with larger, external companies regarding the further development of the projects. From 2021 the Reponex Management assessed that development and patent costs incurred in 2021 and onwards did not meet the capitalization criteria in IAS 38 "Intangibles" and hence all development and patent costs incurred from 2021 and onwards are expensed as incurred, and also from 2021, Reponex began amortization of the amounts capitalized in the past of totally DKK 14.4 million. The amortization period of the capitalized development costs and patents is set at 14 years, based on the remaining term of the patents.

15


Notes to the interim consolidated financial statements

2. Nature of operations

The Group, through Reponex, is a clinical-stage pharmaceutical company dedicated to the development of new, effective treatments for diseases that have significant patient and social impact and for which current therapy is lacking or in need of improvement.

The diseases may be acute and life threatening, such as bacterial peritonitis or colorectal cancer, or may be chronic diseases that spoil the quality of life and may shorten it, such as inflammatory bowel diseases, or complications of chronic diseases such as the disabling non-healing skin ulcers in patients with diabetes or venous insufficiency.

3. Revenue, segment and seasonality information

No revenue has been recognized in H1 2023.

Currently, Management regard the Group to operate in one segment, and hence no segment disclosures are provided at this stage and in the current situation the Group is not subject to impact from seasonality.

4. Income tax

The Group recognizes the expected income tax credit from the Group’s development activities under the Danish income tax credit system. Under these programs, the Group has recognized tax receivable relating to 2022 under current assets, and tax receivable relating to 2023 as a non-current asset, as the 2023 income tax credit will not be received until the end 2024.

Both PEG and Reponex have tax loss carry forwards for the part of tax losses which is not allocated to the income tax credit system. Currently, the tax value of these tax losses is not recognized on the balance sheet, as recognition awaits that the Group will be profitable on a sustainable basis.

5. PEG/Reponex transaction

On 24 March 2023, PEG completed the acquisition of the entire share capital in Reponex in exchange for shares in PEG, and whereby the shareholders of Reponex became the owners of approx. 95% of the share capital of PEG.

As consideration for the acquisition, PEG issued 977,347,625 new PEG shares of DKK 1 each. For legal purposes, the transaction price was agreed to DKK 1.5 billion. For accounting purposes, the transaction price will be based on the fair value as determined by the market.

Under the provisions and requirements of IFRS, Reponex has been identified as the accounting acquirer due to:

  • Following the completion of the transaction, the shareholders of Reponex became the majority shareholders of PEG,
  • Going forward the Group’s activities will consist of the Reponex activities,
  • After the completion of the transaction, a new CEO was appointed coming from the Reponex structure and two out of three PEG board members had resigned, and hence the majority of persons of the executive management and Board of Directors going forward after the transaction date was related to Reponex or elected after the Reponex shareholders have taken over the majority of the Group.

As a result of Reponex being identified as the accounting acquirer, the transaction is accounted for as a reverse take-over when preparing the consolidated financial statements for PEG. This has the following accounting consequences:

  • The existing shareholders in PEG receive from an accounting perspective a consideration equal to their share of PEG based on the market value of PEG just prior to the completion of the transaction. Calculations indicate a fair value of the consideration DKK 34.6 million based on the stock price for the PEG shares just prior to issuing new PEG shares to the Reponex shareholders.
  • The existing shareholders in PEG, immediately prior to the transaction, are – in regard to the consolidated financial statements of PEG Group – treated as new shareholders, which are reflected as an equity increase equal to fair value of the shares received by the existing shareholders in PEG as outlined in the statement of movements in equity.
  • All identifiable assets and liabilities in PEG are reassessed to fair value and recognized in the consolidated financial statements from 24 March 2023. Assessment of fair value of the net assets in PEG equals DKK 34.7 million.

16


Notes to the interim consolidated financial statements

5. PEG/Reponex transaction - continued

When determining the accounting for the PEG/Reponex transaction, Management has considered whether there is an excess value between fair value of the consideration to the existing PEG shareholders and the fair value of the assets and liabilities in the existing PEG, which according to IFRIC agenda decision should be expensed, as a share-based payment, in the consolidated financial statements as the value of PEG's stock shell.

The key considerations for measuring PEG identifiable assets and liabilities as of the transaction date can be summarized as follows:

  • As described in note 1.2 and note 7, Management has extracted the fair value from PEG's stock value just prior to the transaction date, and on this basis the fair value of the Portinho S.A receivable has been determined to amount to DKK 62.4 million at the transaction date.
  • Fair value of liabilities has been determined to approximate the nominal value of the identifiable liabilities, including added interest for interest bearing liabilities, based on interest rates for interest bearing liabilities are considered in all material respects to reflect credit risk and period until all such liabilities will be settled when the Portinho S.A receivable will be settled. For trade payables and other liabilities, fair value has also been considered to be equal to the underlying nominal value of the debts considering that normal short term payment terms have been agreed for these debt items. Remeasurement will be considered for the liabilities, in case, the settlement of interest bearing liabilities will be deferred for a longer period in case the receipt of the Portinho S.A receivable will be deferred for a longer period (see note 8).

The fair value of the consideration to the existing PEG shareholders have been allocated in full to identifiable PEG assets and liabilities as of the transaction date, and thereby there is neither a positive nor a negative excess value to be separately accounted for.

17


Notes to the interim consolidated financial statements

5. PEG/Reponex transaction - continued

The PEG/Reponex transaction and the related presentation of the consolidated statement of financial position end March 2023 (approximation of transaction date) can be summarized as follows:

Reponex TDKK PEG fair value of assets and liabilities and consideration TDKK Elimination TDKK PEG Group TDKK
Non-current assets
Intangible assets 12,071 0 0 12,071
Tangible assets 69 0 0 69
Right-of-use assets 510 0 0 510
Equity Investments in Reponex 0 689,030 -689,030 0
Tax receivable 536 0 0 536
Total non-current assets 13,185 689,030 -689,030 13,185
Current assets
Inventories 1,592 0 0 1,592
Receivable Portinho S.A. 0 62,403 0 62,403
Other receivables 841 184 0 1,024
Prepaid expenses 50 0 0 50
Current tax receivable 1,855 0 0 1,855
Cash and cash equivalents 11,041 1,037 0 12,079
Total current assets 15,379 63,624 0 79,003
Total assets 28,564 752,654 -689,030 92,188
Total Equity 26,708 723,699 -689,030 61,376
Liabilities
Lease liabilities, Long-term 222.108 0 0 222
Trade payables 816 8,197 * 0 9,013
Bank debt 0 7,411 0 7,411
Financial loans 0 6,996 0 6,996
Loan from shareholders 0 6,352 0 6,352
Lease liabilities, Short-term 288 0 0 288
Other liabilities 531 0 0 531
Total liabilities 1,857 28,955 0 30,812
Total equity and liabilities 28,564 752,654 -689,030 92,188

*Trade payables include accrued transaction costs and costs related to the listing of the newly issued shares to the Reponex shareholders, including costs related to the preparation of the prospectus, of totally DKK 5 million. These costs have been incurred by PEG prior to the transaction date, and as a result of applying reverse takeover for the transaction, these transactions costs do not appear from the statement of change in equity, but they will appear from the cash flow statements when being paid.

18


Notes to the interim consolidated financial statements

6. Impairment testing of intangible assets and equipment

The carrying amount of both intangible and tangible assets are subject to an annual impairment assessment in order to disclose any indication of impairment beyond those expressed by amortisation and depreciation. Reference is made to the Annual report 2022 for Reponex.

As of 30 June 2023, Management has concluded that there are no indications of impairment, among other things supported by the market capitalization of PEG as of 30 June 2023 implies that the net selling price for the non-current assets exceeds the carrying values with a considerable head room.

7. Receivable Portinho S.A.

The amount consists of PEG’s receivables from Portinho S.A where the principal amounts to EUR 9.55 million (DKK 71.1 million) excluding added interest. An agreement was reached at the beginning of 2021 with latest settlement date being deferred until 1 July 2023 at latest. Despite the fact that the amount has not yet been received, Management is still convinced that the amount will be received within a short period. Reference is made to Announcement no. 36 from 30 June 2023.

The receivable is included in the statement of financial position at 30 June 2023 as a short term receivable with a carrying value of DKK 62.8 million as discussed in the note 1.2. Interest income included in Q2 2023 amounts to DKK 0.4 million.

Management is in regular dialogue with representatives from Portinho S.A. On this basis, Management finds it reasonable to expect that the receivable will be settled within a short period with an amount at least equal to the carrying value.

8. Capital resources as per 30-06-2023

As described in note 7, the receivable from Portinho S.A is agreed and expected to be received within a short period. PEG has entered into agreements with its financial lenders that the financial loans fall due when payment is received from Portinho S.A.

PEG has accepted postponing the settlement date for the Portinho receivable, PEG has agreed with most of its financial lenders that the payment of the financial debt similarly will be postponed through individual instalment plans where debt of DKK 16.6 million will not be required to be paid until after 31 December 2023. To strengthen the capital resources, management is considering/exploring opportunities for a capital increase, establishment of increased credit facilities and other options.

19


Notes to the interim consolidated financial statements

  1. Capital resources as per 30-06-2023 - continued

| | Balance
30-06-2023
TDKK | Consequence
of delay of
Portinho
payment and
other non cash
payments
TDKK | Capital
resources
with delay of
Portinho
payment
TDKK |
| --- | --- | --- | --- |
| Short term financial assets: | | | |
| Receivable Portinho S.A. | 62,772 | -62,772 | 0 |
| Other receivables | 2,233 | 0 | 2,233 |
| Current tax receivable | 1,855 | 0 | 1,855 |
| Cash and cash equivalents | 3,512 | 0 | 3,512 |
| Total short term capital assets | 70,373 | -62,772 | 7,601 |
| Current Liabilities: | | | |
| Trade payables | 6,748 | -500 | 6,248 |
| Bank debt | 7,406 | -3,966 | 3,440 |
| Financial loans | 7,083 | -6,083 | 1,000 |
| Loan from shareholders | 6,582 | -6,582 | 0 |
| Lease liabilities | 314 | -314 | 0 |
| Other liabilities | 1,454 | -182 | 1,272 |
| Total current liabilities | 29,586 | -17,626 | 11,961 |
| Total net capital recourses | 40,786 | -45,146 | -4,360 |
| Other capital recourses: | | | |
| Unused credit facility (see note 14) | 6,438 | 0 | 6,438 |
| Total other capital recourses: | 6,438 | 0 | 6,438 |
| Net capital recourses: | 47,224 | -45,146 | 2,078 |


21

Notes to the interim consolidated financial statements

9. Earnings per share PEG Group Reponex PEG Group Reponex Reponex
01-04-2023 - 30-06-2023 01-04-2022 - 30-06-2022 01-01-2023 - 30-06-2023 01-01-2022 - 30-06-2022 01-01-2022 - 31-12-2022
(unaudited) (unaudited) (unaudited) (unaudited) (audited)
Profit/loss for the period TDKK -4,346 -2,461 -7,210 -4,574 -10,210
Average number of shares (in thousands)
Reponex n.a. 8,295 3,804 8,295 8,295
Exchange rate applied in reverse take-over n.a. 115 115 115 115
Average number of shares (in thousands)
Reponex until reverse acquisition date (1) n.a. 953,972 437,481 953,972 953,972
Average number of shares (in thousands) PEG from reverse acquisition date 1,022,964 0 559,522 0 0
Average number of treasury shares (in thousands) -15 0 -8 0 0
Average number of shares (in thousands) PEG after reverse acquisition date (2) 1,022,949 0 559,514 0 0
Average number of shares (in thousands) in circulation for basic EPS (1+2) 1,022,949 953,972 996,995 953,972 953,972
Effect of warrants issued (Reponex) 0 204 5,295 204 204
Diluted average number of shares (in Thousands) in circulation 1,022,949 8,499 1,002,290 8,499 8,499
Exchange rate applied in reverse take-over 115 115 115
Diluted average number of shares (in Thousands) in circulation 1,022,949 977,348 1,002,290 977,348 977,348
Earnings per share of DKK 1.00 (DKK) -0.00 -0.00 -0.01 -0.00 -0.01
Diluted earnings per share of DKK 1.00 (DKK) -0.00 -0.00 -0.01 -0.00 -0.01

Notes to the interim consolidated financial statements

10. Warrants

In February 2023, warrant holders of Reponex exercised 203.266 warrants resulting in a cash inflow of DKK 12,7 million after which there are no outstanding warrants in neither PEG nor Reponex.

11. Changes in number of shares and share capital PEG *Ordinary (A)-shares *B-Shares Share capital
1000 shares 1000 shares TDKK
As per 01-01-2023 9,328 9,328 18,655
Convertible debt converted to share capital (see note 14) 1,768 1,768 3,535
Elimination of A/B share classes 11,095 -11,095 0
Bonus shares issued 22,190 0 22,190
Rights issue 1,237 0 1,237
Shares issued to Reponex shareholders 977,348 0 977,348
Total numbers of shares and share capital as per 30-06-2023 1,022,965 0 1,022,965
  • Each share has a value of DKK 1.00

12. Contingent liabilities

The Group is not involved in any lawsuits, arbitration cases or other matters which could have a material impact on the Group's financial position or result of operations.

13. Financial risks and financial instruments

Risk management policy

Management manages and monitors the Group's financial risks as part of Management's day-to-day operations based on the instructions given by the Board of Directors.

Credit risk

Reference is made to note 7 relating to the Portinho S.A receivable. From an accounting viewpoint, the maximum credit risk relating to the receivable corresponds to the carrying amount.

Otherwise, since the Group has not yet started revenue generating operations, credit risk from operations is deemed minimal.

Interest rate risks

The Group is exposed to interest rate risks from the Portinho S.A receivable and its bank debt and financial loans. The Portinho S.A receivable bears a fixed interest rate. Bank loans bear variable interest whereas financial loans from other sources bears fixed interest rates. Interest rate risk is considered minimal due to the remaining short-term period for the Portinho S.A receivable and where financial loans concurrently mature.

Foreign currency risk

The Group's development activities is subject to some currency risks as some transactions take place in foreign currencies, though the exposure is considered to be minimal at this stage.

Liquidity risk

The Group's liquidity risk covers the risk that the Group is not able to meet its liabilities as they fall due. Reference is made to the information in note 8.

Reference is also made to pages 14-23 in prospectus dated the 27 February 2023.


Notes to the interim consolidated financial statements

13. Financial risks and financial instruments - continued

Fair value

The Group considers that the carrying amount of the following financial assets and financial liabilities are a reasonable approximation of their value:

  • Portinho S.A receivable (see note 1.2 and 7 for further information) (level 2 as of transaction date)
  • Other receivables (level 3)
  • Cash and cash equivalents (level 3)
  • Trade payables (level 3)
  • Bank debt (level 3)
  • Financial loans (level 3)
  • Loans from shareholders (level 3)

Fair value has been based on the value hierarchy, as defined by IFRS as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities – not applied.

Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). As disclosed in note 1.2, the fair value of the Portinho S.A receivable was extracted from the market value of PEG just prior to the completion of the PEG/Reponex transaction. This fair value is in all material respect considered unchanged between 31 March 2023 and 30 June 2023 awaiting settlement within a short period.

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

14. Related party transactions

In the annual report 2022 for PEG, PEG reported that it had received financial loans and drawing facilities from a third party. Following the PEG/Reponex transaction, this third party is now to be considered a related party, as the credit facility of DKK 11.5 million has been provided by a company controlled by the same person who controls BioPharma Holding, which is considered to hold a significant influence over PEG considering that it holds a 20.05% ownership of PEG. As per 30 June 2023, DKK 5.1 million has been utilized of the credit facility. Interest expense for H1 2023 equals TDKK 236. The credit facility will expire when the Portinho S.A receivable is settled, and otherwise the facility matures in July 2024.

In addition, PEG has loans from other shareholders provided in the past of totally DKK 1.5 million, which will be settled when the Portinho S.A receivable is paid. These other shareholders also holds interests in Portinho S.A. Interest expense for H1 2023 equals DKK 0.

In January 2023, PEG converted loan of DKK 3.5 million to share capital. The convertible loan was provided in the past by a company owned by the former chairman of the Board of PEG, and who later on and until 31 March 2023 was CEO of PEG.

15. Guarantees and securities

The Portinho S.A receivable with a carrying value of DKK 62.8 million as per 30 June 2023 (see note 7) is provided as security for bank debt, financial loans and loans from related parties, totally DKK 21.1 million. The Portinho S.A receivable is also provided as security for unused credit facility up to DKK 6.4 million.

16. Events occurring after the balance sheet date

No Important events have occurred after 30 June 2023.