Half-year Report

AMPHION INNOVATIONS PLC

("Amphion" or the "Company")

 

Half Year Report

Interim results for the six months to 30 June 2018

 

London and New York, 28 September 2018 - Amphion Innovations plc (AIM: AMP), the developer of medical, life science, and technology businesses, announces its audited results for the six months to 30 June 2018.

 

Financial Results

· Net Asset Value ("NAV") decreased when compared to the previous year end, beingUS -$8.68 million (31 December 2017: US -$2.81 million) due almost entirely to the movement in value of the share price of Motif Bio plc, a partner company

· Revenue decreased to US $60,000 (H1 2017: US $153,000)

· Administrative expenses decreased to US $1.37 million (H1 2017: US $1.75 million)

· Loss before taxation was US -$5.92 million (H1 2017: US $1.68 million) after fair value loss on the holding of Motif Bio plc

 

Highlights

Amphion

· In March, the holders of the Convertible Promissory Notes 2008 - 2017 voted to extend repayment of the Notes to 31 December 2018

· In May, Amphion sold 8,896,034 shares of Motif Bio for total proceeds of US $3.65 million bringing Amphion's holding of Motif Bio to 9.53% of the total issued share capital

· In June, Mr. Philip Tansey joined the Board as a Non-Executive Director

 

Motif Bio

· Motif Bio raised an additional £10.0 million (US $13.5 million) in May 2018

· In June, Motif Bio submitted its New Drug Application ("NDA") for its lead product iclaprim and in August the FDA notified the company that its filing was sufficiently complete to perform a substantive review

 

Polarean

· Successful IPO of Partner Company, Polarean Imaging plc ("Polarean") in March 2018, raising £3 million at 15 pence per share

 

Post Period Events

· In September, Mr. Stephen Austin joined the Board as a Non-Executive Director

· In September, Amphion reached an agreement in principle, subject to entering into binding agreement, to extend the repayment of the loan Facility until 30 September 2019 and to potentially increase the size of the Facility by approximately US $1.4 million (approximately US $1.1 million after fees and expenses)

· In August, Amphion sold 3,000,000 shares of Motif Bio for net proceeds of US $1.29 million to make a repayment of the Loan Facility previously announced on 5 June 2014, reducing the loan balance from US $3.69 million at 30 June 2018 to US $2.82 million and bringing Amphion's holding of Motif Bio to 8.51% of the total issued share capital

· In August, Motif Bio received a Notice of Allowance from the US Patent and Trademark Office ("USPTO") for its Patent Application Nos 15/586,021 and 15/586,815. The two method of use patents will expire in November 2037

· In August, Polarean announced that the first patient has been enrolled in its Phase III FDA clinical trial which aims to demonstrate non-inferiority of its drug-device technology combination, using hyperpolarised 129-Xenon (129Xe) gas MRI, against an approved comparator

· In July, Polarean announced the successful placing of ordinary shares, raising £0.8 million (US $1.064 million)

 

*Exchange rate at 30 June 2018 - US $1.3197 per GBP

 

Richard Morgan, CEO of Amphion Innovations plc, commented:  "Amphion's immediate prospects are tied directly to the progress of its Partner Companies. We work tirelessly both on and off the Board to support and guide each company towards its own independent success. During the first half of 2018, we devoted considerable time and effort to support the IPO of Polarean Imaging. We supported this with an additional investment of US $600,000 bringing the Company's total investment in Polarean over the last two years to almost US $1 million. The IPO was successfully completed in March 2018 against a generally negative market backdrop for healthcare IPO's in London. Soon after the close of the IPO fundraise roadshow, the broad equity market was hit by a sudden setback with the Dow having the largest point drop in history on 5 February 2018. This had a very negative impact on the risk appetite of investors in small cap healthcare companies. Polarean was in fact the only healthcare IPO to be completed on the AIM market in the six months to June 2018. Although the valuation of Polarean at listing was significantly below original expectations, we managed to complete the listing and raised sufficient funds to allow the company to make steady progress on our plans. Following a very successful investor symposium in late June we were pleased to encounter additional demand for Polarean shares and were able to complete a supplementary placing of 5 million ordinary shares at a slightly higher price of 16 pence per share for a total of £0.8 million.

With regards to Motif Bio, despite a slight delay in filing the NDA for the antibiotic iclaprim used to treat bacterial skin infections, Motif continued to make steady progress in preparation of the NDA and completed the filing and application in June 2018. Motif subsequently received acceptance of the filing on 14 August within the statutory 60 day timeframe. The NDA has been granted Priority Review and the FDA has set a target decision date under the Prescription Drug User Fee Act (PDUFA) for 13 February 2019. The granting of two method of use patents will add additional exclusivity for iclaprim in targeting bacterial infections. We believe the significant progress that has been made by Motif has yet to be reflected in its share price. We therefore continue to take steps to maintain our holdings in Motif Bio in so far as possible. To date, these steps have included revising the secured loan agreement, Convertible Promissory Notes and the Macaleer Notes, as well as working with our creditors to extend repayment dates. These steps do come at a cost to the Company, but we believe are in the best interest of our shareholders in the long term. We have received a great deal of support and cooperation from these stakeholders and hope to be able to continue to work with these groups to further restructure our debt as required in order to allow us to reap the rewards of our long term investment in and strong support of our Partner Companies.

In addition to continued support for both Motif Bio and Polarean, subject to the availability of working capital, we are planning to put additional resources behind the further development of FireStar. Our goal is to have FireStar in a position for an IPO in 2019 and look forward to being able to update the market with additional progress."

 

This announcement contains insider information for the purposes of Article 7 of Regulatory (EU) No596/2014.

For further information please contact:

 

Amphion Innovations		Tel: +1 (212) 210 6224
Charlie Morgan
Panmure Gordon Limited (Nominated Adviser and Corporate Broker)					Tel: +44 (0)20 7886 2500
Freddy Crossley / Emma Earl (Corporate Finance)
Charlie Leigh-Pemberton (Corporate Broking)
Northland Capital Partners Limited (Joint Corporate Broker)				Tel: +44 (0)20 3861 6625
David Hignell (Corporate Finance)
Vadim Alexandre (Corporate Broking)
Walbrook PR	Tel: +44 (0)20 7933 8780 or [email protected]
Anna Dunphy / Paul McManus

 

About Amphion Innovations plc - www.amphionplc.com

Amphion Innovations is a developer of medical, life science and technology businesses. We use our extensive experience in company building to invest and build shareholder value in high growth companies in the US and UK. Amphion has significant shareholding in seven partner companies developing proven technologies targeting substantial commercial marketplaces. The Amphion model has been refined to optimise the commercialisation of patents and other intellectual property within the partner companies.

Chief Executive Officer's Statement

Partner Company Summaries

 

Motif Bio

Motif Bio has continued to make good progress and we are pleased to note that this culminated in Motif Bio making a NDA FDA submission for iclaprim on 14 June 2018. The success of Motif Bio's clinical programme has been matched by a major increase in the capital funding needs of the company and we have been very active in assisting Motif in every possible way to get access to the capital required to keep the programmes on track. The need to return to the capital markets in 2017 and again in 2018, following the successful listing on NASDAQ in late 2016, has placed a lot of pressure on the valuation of Motif Bio, which in turn has imposed pressures on Amphion. We continue to believe the intrinsic value of this antibiotic are not fully understood by the market or reflected in the Motif Bio share price. Given the nature of our business model, we needed access to additional capital to further the development of Polarean and the undervaluation of the Motif Bio shares created circumstances where we needed to restructure our secured loans and sell some of our holding in Motif Bio in the market. However, our intentions toward Motif Bio should not be misconstrued. We were important in supporting the business as it exists today and our faith in the value of the assets we acquired in 2014 has been validated by the additional clinical trials completed since then and the recent NDA. For many years, through good times and bad, the value of a novel, safe, and effective antibiotic has typically been substantially higher than the market capitalisation of Motif Bio and we believe that value will be recognised in due course as the company makes progress with its NDA and, assuming approval is granted, the commercial launch of the drug. We own 25,254,611 ordinary shares of Motif Bio, 24,475,591 of which are pledged as security in respect of our loan facility.

 

Polarean Imaging

Polarean is a medical drug-device combination company operating in the high resolution medical imaging market. The company has been selling pre-clinical systems to leading institutional research facilities for the last two years and is now, following the IPO, embarked on the pivotal clinical trials designed to get marketing approval from the FDA for sales of clinical systems to hospitals and clinics.

 

The Polarean IPO was the only life-science listing on AIM in the first six months of 2018. Polarean raised a total of US $7.1 million through the two pre-IPO financings and the £3 million (US $4.2 million) raised in the IPO. As well as this, Polarean raised an additional £0.8 million (US $1 million) in early July, following the successful investor symposium held in late June. The video of the symposium can be seen on the Polarean website www.polarean-ir.com/content/investors/videos.asp. Amphion supported the IPO financing by making an additional investment of US $600,000. Prior to its IPO, we held 29% of Polarean. Following the IPO and supplementary placing in July, Amphion now has a 21.7% holding in Polarean. In aggregate, the funding activities provided sufficient capital to prepare Polarean for a public listing while allowing the programmes to make sustained progress. On 23 August 2018, Polarean announced that the first patient had been scanned as the clinical trials got under way. The trials are estimated to take about eight months to readout. Polarean's original intellectual property and clinical achievements have been joined by new inventions that move the state of the art technology forward significantly, beyond ventilation into the realm of opportunities made possible by the quantitative measure of gas exchange. Work is already under way in some of the preclinical research sites where Polarean's polarizers are being used by prestigious researchers for use in neurological and other applications. The clinical trials required by the FDA, if successful, should lead to a broad marketing label for use of Polarean's systems in pulmonary medicine. We are very excited by the promise of this technology to address a huge unmet medical need and we believe the value of our investment should, in due course, be substantially higher than it is today. We currently own 17,034,853 ordinary shares of Polarean.

 

FireStar Software

We continue to actively assist FireStar in the further development of its new business plan. The technology platform on which the product offering is being built is robust and protected by six issued patents. The product is being designed to give the sponsors of outsourced clinical trials an efficient and economical window in real time into the key performance indicators that all sponsors need to see at the earliest possible moment. The costs of drug development are very large and significant opportunity exists to save both money and time in trials by getting better data in front of the key decision makers at the sponsor at the earliest possible moment. Clinical data in trials is gathered in countless different formats and FireStar's proprietary technology can play an important role in synthesising and translating those data flows into comprehensible and actionable signals, in real time. The need is large and the value to the sponsor is very high. We have at least another six months to a year of further development of the system before it can begin to be beta tested by the customers, but early interaction with industry players encourages us to believe this programme should be successful. Currently, Amphion's holding in FireStar is in the form of loans (advances and amounts owed for advisory fees) and equity that reflect the continued financial support we have given to the company over many years. Ahead of any IPO, Amphion's ownership is typically in the 30% - 50% range and we are confident that our FireStar holding will reflect that by the time we complete the expected equity financing rounds.

 

DataTern's efforts, announced in our full year 2017 results, to progress its claims in the Massachusetts courts came to an end in November 2017, when the law firm that had been leading the programme, with contingency funding, decided not to proceed. The efforts made to find an alternative firm to take up the programme were unsuccessful and the interactions with various litigation financing sources also failed to produce the necessary funding. This result is very disappointing, given the considerable body of evidence that these patents, originally developed within FireStar and subsequently licensed to DataTern, have considerable merit. These programmes are now on hold and will only move forward if suitable funding sources and litigation partners can be identified.

 

Axcess has had some success in pursuing its claims of infringement against certain parties but the settlements achieved to date have not been large or numerous enough to allow the programme to be expanded. We remain confident in the strength of the patent portfolio and continue to explore the opportunity to help the company move forward with its claims against infringing parties.

 

WellGen

Through its joint venture with a US-based sports drink company, WellGen began marketing Workout Tea, a novel functional beverage based on a patented anti-inflammatory ingredient. The market for such products has been expanding rapidly in recent years and WellGen believes there is a place for a tea-based sports drink whose anti-inflammatory properties have been clinically proven. WellGen has determined that its interest in the marketing of Workout Tea will be through a profit participation in the activities of its joint venture partner. The profit participation agreement is currently being negotiated.

 

Financial review

Revenue in the six months to 30 June 2018 decreased to US $60,000 from US $153,000 in 2017 while administrative expenses decreased by US $383,351 from US $1,752,817 in 2017 to US $1,369,466 in 2018. The Net Asset Value ("NAV") as at 30 June 2018 significantly decreased when compared to the end of 2017, being US -$8,683,260 (31 December 2017: US -$2,807,418). This was almost entirely due to the decrease in the value of our holding in Motif Bio. At 31 December 2017, Motif Bio's share price per share was 41 pence and by 30 June 2018 it had dropped to 33.825 pence per share. We continue to hope that the market will realise the value that we see in Motif Bio and now Polarean as the outlook for Amphion increasingly depends on the success of our Partner Companies.

 

In prior years, the Group has been able to meet its working capital and investment obligations through fund raising including the issue of shares, convertible promissory notes ("CPNs") and promissory notes, from revenue generated through the provision of advisory services to its Partner Companies, from the revenue generated from the licensing of intellectual property, and through a secured loan facility. As a result of a lack of cash being generated from these activities during 2018, the Group has had to reduce its financial support to its Partner Companies and extend the payment dates for its trade payables and its convertible and non-convertible promissory notes. As the Company has been able to reach accommodations with these debt holders in the past we are confident that, if required, we will be able to reach agreement to extend the maturity of the debt. The Group has also reduced its operating costs where possible, including salary and fee reductions for employees and directors, and has obtained financial support from various related parties, through the issue of promissory notes, short-term loans, and through a secured loan facility. The Group will need to continue to implement these measures and seek further financing as required. The Group's primary method of financing during 2018 has been through a second loan facility (the "Facility"), using its holdings in Motif Bio as security. Since 31 December 2017, Amphion has sold a total of 11.9 million ordinary shares of Motif Bio. The net proceeds from the sales were used as partial repayment of the loan Facility as well as ongoing business operations and development of Amphion's other Partner Companies. Pursuant to the current terms of the Facility, the remaining loan balance is to be repaid in three monthly installments from 15 October to 15 December 2018. The Company has, however, entered into an agreement in principle, subject to entering into a definitive binding agreement, to defer further repayment of the Facility until 30 September 2019 and to potentially increase the size of the Facility by approximately US $1.4 million (approximately US $1.1 million after fees and expenses). Extension of the maturity in the Facility and the provision of additional funds will allow the Company to maintain its current ownership in Motif Bio for a longer period of time. The Company will make a further announcement in the event that it enters into definitive binding agreements to amend the Facility.

 

The timing and ability of the Group to realise its investments in Partner Companies is subject to inherent uncertainty due to numerous factors including, but not limited to: the liquidity of the investment; market conditions being favourable for realisation whether through a listing or otherwise; potential for restrictions being imposed that may limit full realisation of investments sold; such as lock-in periods; and other factors that are outside the control of the Group. The Group will realise investments where the terms of any potential arrangement are favourable to the Group and is confident of its ability to fund near term cash requirements through this process if required.

 

In May 2017, Richard Morgan and Robert Bertoldi, Directors of the Company, entered into a deed of postponement where they agreed to postpone amounts owed to them, which total approximately US $4.5 million, until all other liabilities of the Company are repaid.

 

At period end, the Company also has approximately US $2.5 million in liabilities that are on the books of its wholly owned subsidiary DataTern Inc. This total includes many old balances which are no longer collectable. The majority of these liabilities are non-recourse to Amphion.

 

Outlook

Despite the setback to the Motif Bio share price, as well as the static hold of the Polarean share price, we continue to believe that both are drastically undervalued. Comparable drug development companies with a drug that has completed a Phase III trial and submitted an NDA to the FDA have, typically, been substantially higher than the current market capitalisation of Motif Bio. We continue to actively support the development of both companies and view the future of both companies with optimism and excitement. We are now beginning to focus our efforts to develop FireStar and its product platform with the goal of an IPO for the company in 2019.

We have recently had occasion to begin to look beyond the horizon defined by the projects already underway, as described above. We remain very actively supportive of each of them but recognise the need to identify extensions to our business model that can provide the next wave of opportunity for our shareholders. We see that most likely being in the space between the private financing activities that support emerging life science and med-tech companies and the public markets where they can access a deeper pool of capital.

 

We look forward to reporting further on this topic in coming months. Meanwhile our efforts remain focused on doing everything we can to support Motif Bio and Polarean on the public markets and to help FireStar progress to the point where it can graduate to the next level both commercially and financially.

 

Richard Morgan

Chief Executive Officer

Amphion Innovations plc
Condensed consolidated statement of comprehensive income
For the six months ended 30 June 2018
						Unaudited			Unaudited
	Notes						Six months		Six months						Audited
						ended			ended						Year ended
						30 June 2018			30 June 2017						31 December 2017
Continuing operations						US $			US $						US $
Revenue		4				60,000			153,000						286,367
Administrative expenses						(1,369,466)			(1,752,817)						(3,150,011)
Operating loss						(1,309,466)			(1,599,817)						(2,863,644)
Fair value (losses)/gains on investments		8				(5,494,003)			4,277,373						9,956,222
Realised gains/(losses) on sale of investments						1,478,471			(485,170)						(3,173,012)
Interest income						328			155,868						314,394
Other gains and losses						217,139			33,201						(308,093)
Finance costs						(817,217)			(696,601)						(1,425,359)
(Loss)/profit before tax						(5,924,748)			1,684,854						2,500,508
Tax on profit/(loss)		6				96			-						(719)
(Loss)/profit for the period						(5,924,652)			1,684,854						2,499,789
Other comprehensive income
Other comprehensive income/(loss) for the period						-			-						-
Total comprehensive (loss)/income for the period						(5,924,652)			1,684,854						2,499,789
The Directors consider that all results derive from continuing activities.
(Loss)/earnings per share		7
Basic			US			$ (0.03)		US	$ 0.01					US	$ 0.01
Diluted			US			$ (0.03)		US	$ 0.01					US	$ 0.01

 

The notes are an integral part of these financial statements.

 

 

 

 

 

Amphion Innovations plc
Condensed consolidated statement of financial position
As at 30 June 2018
			Unaudited		Unaudited		Audited
	Notes		30 June 2018		30 June 2017		31 December 2017
			US $		US $		US $
Non-current assets
Intangible assets			-		42,390		-
Security deposit			16,000		20,000		16,000
Investments	8		19,065,659		25,314,069		26,092,767
			19,081,659		25,376,459		26,108,767
Current assets
Prepaid expenses and other receivables			1,147,167		1,178,621		1,157,146
Cash and cash equivalents			141,384		705,601		1,035,201
			1,288,551		1,884,222		2,192,347
Total assets			20,370,210		27,260,681		28,301,114
Current liabilities
Trade and other payables			10,714,011		9,872,969		10,478,036
Notes payable	10		10,305,673		13,440,632		12,522,232
Convertible promissory notes	10		8,033,786		7,765,923		8,108,264
			29,053,470		31,079,524		31,108,532
Total liabilities			29,053,470		31,079,524		31,108,532
Net liabilities			(8,683,260)		(3,818,843)		(2,807,418)
Equity
Share capital	11		3,626,128		3,593,032		3,615,284
Share premium account			39,062,508		38,897,769		39,053,530
Retained earnings			(51,371,896)		(46,309,644)		(45,476,232)
Total equity			(8,683,260)		(3,818,843)		(2,807,418)

 

 

 

The notes are an integral part of these financial statements.

 

Amphion Innovations plc
Condensed consolidated statement of changes in equity
For the six months ended 30 June 2018
Unaudited
								Share
						Share		premium		Retained
	Notes					capital		account		earnings		Total
						US $		US $		US $		US $
Balance at 1 January 2017						3,465,082		38,677,056		(48,028,519)		(5,886,381)
Profit for the period						-		-		1,684,854		1,684,854
Total comprehensive income for the period						-		-		1,684,854		1,684,854
Issue of share capital						127,950		220,713		-		348,663
Recognition of share-based payments	12					-		-		34,021		34,021
Balance at 30 June 2017						3,593,032		38,897,769		(46,309,644)		(3,818,843)
Balance at 1 January 2018						3,615,284		39,053,530		(45,476,232)		(2,807,418)
Loss for the period						-		-		(5,924,652)		(5,924,652)
Total comprehensive loss for the period						-		-		(5,924,652)		(5,924,652)
Issue of share capital						10,844		8,978		-		19,822
Recognition of share-based payments	12					-		-		28,988		28,988
Balance at 30 June 2018						3,626,128		39,062,508		(51,371,896)		(8,683,260)

 

 

Amphion Innovations plc
Condensed consolidated cash flow statement
For the six months ended 30 June 2018
	Unaudited		Unaudited
	Six months		Six months		Audited
	ended		ended		Year ended
	30 June 2018		30 June 2017		31 December 2017
	US $		US $		US $
Operating activities
(Loss)/profit	(5,924,652)		1,684,854		2,499,789
Adjustments for:
Amortisation of intangible assets	-		77,542		119,932
Recognition of share-based payments	48,810		34,021		52,498
Change in fair value of investments	5,494,003		(4,277,373)		(9,956,222)
(Gain)/loss on sale of investments	(1,478,471)		485,170		3,173,012
Issue notes to settle interest expense	205,617		184,983		383,436
Issue ordinary shares to settle finance fee	-		348,664		348,664
Transaction costs	307,044		-		-
(Gain)/loss from change in foreign exchange rate on
convertible promissory notes	(204,131)		389,956		712,322
Other income	-		(4,338)		(4,338)
Decrease in security deposit	-		-		4,000
(Increase)/decrease in prepaid & other receivables	9,979		(28,003)		(6,527)
Increase/(decrease) in trade & other payables	235,975		(275,384)		329,683
Net cash used in operating activities	(1,305,826)		(1,379,908)		(2,343,751)
Investing activities
Purchases of investments	(642,137)		(461,278)		(543,361)
Proceeds from disposition of investment	3,653,712		1,783,736		4,078,128
Net cash provided by investing activities	3,011,575		1,322,458		3,534,767
Financing activities
Proceeds on issue of promissory notes	-		2,050,000		3,007,964
Repayments of promissory notes	(2,599,566)		(1,600,775)		(3,477,605)
Net cash (used in)/from financing activities	(2,599,566)		449,225		(469,641)
Net (decrease)/increase in cash and cash equivalents	(893,817)		391,775		721,375
Cash and cash equivalents at the beginning of the period	1,035,201		313,826		313,826
Cash and cash equivalents at the end of the period	141,384		705,601		1,035,201
Interest received	328		12		98
Interest paid	264,216		230,705		374,379

 

Notes to the condensed consolidated interim financial statements

 

1. General information

 

The condensed consolidated interim financial statements for the six months ended 30 June 2018 are unaudited and do not constitute statutory accounts within the meaning of the Isle of Man Companies Act 2006. The statutory accounts of Amphion Innovations plc for the year ended 31 December 2017 have been filed with the Registrar of Companies and contain an unqualified audit report which includes an emphasis of matter relating to significant uncertainty in respect of going concern and valuation of Partner Company investments. Copies are available on the Company's website at www.amphionplc.com/reports.php.

 

2. Accounting policies

 

These condensed consolidated interim financial statements have been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted by the EU (IFRS).

The accounting policies applied by the Group are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2017. None of the new standards that have become effective in the period are expected to have a material effect on the Group's financial statements.

 

Going concern

 

After making inquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. In prior years, the Group has been able to meet its working capital and investment obligations through fund raising including the issue of shares, convertible promissory notes ("CPNs") and promissory notes, from revenue generated through the provision of advisory services to its Partner Companies, from the revenue generated from the licensing of intellectual property, and through a secured loan facility. As a result of a lack of cash being generated from these activities during 2018, the Group has had to reduce its financial support to its Partner Companies, sell shares in its listed Partner Companies, and extend the payment dates for its trade payables and its convertible and non-convertible promissory notes. As the Company has been able to reach accommodations with these debt holders in the past, we believe that, if required, we will be able to reach agreement to extend the maturity of the debt. In addition, the Company is currently working with the Facility lender and looking at alternative lenders in an attempt to extend the maturity date of the Facility and obtain additional leverage. For these reasons, they continue to adopt the going concern basis in preparing the condensed consolidated interim financial statements.

 

3. Use of judgements and estimates

 

The preparation of the Group's interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and contingencies at the date of the Group's interim financial statements, and revenue and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates in the Group's financial statements include the amounts recorded for the fair value of the financial instruments and other receivables. By their nature, these estimates and assumptions are subject to an inherent measurement of uncertainty and the effect on the Group's financial statements of changes in estimates in future periods could be significant.

Investments that are fair valued through profit or loss, as detailed in note 8, are all considered to be "Partner Companies". Those "Partner Companies" categorised as Level 3 are defined as investment in "Private Companies".

 

 

3. Use of judgements and estimates, (continued)

Fair value of financial instruments

 

The Directors use their judgement in selecting an appropriate valuation technique for financial instruments not quoted in an active market ("Private Investments"). The estimation of fair value of these Private Investments includes a number of assumptions which are not supported by observable market inputs. The carrying amount of the Private Investments is US $2.6 million.

 

Fair value of other receivables

 

Other receivables are stated at their amortised cost which approximates their fair value and are reduced by appropriate allowances for estimated irrecoverable amounts and do not carry any interest.

 

4. Revenue

 

An analysis of the Group's revenue is as follows:

 

	Six months ended		Six months ended		Year ended
	30 June 2018		30 June 2017		31 December 2017
	US $		US $		US $
Continuing operations
Advisory fees	60,000		153,000		286,367
License fees	-		-		-
	60,000		153,000		286,367

 

As part of the agreement for DataTern, Inc. to purchase certain of the intangible assets in December 2007, a portion of future revenues from these patents will be retained by FireStar Software, Inc. No amounts have become payable to FireStar Software, Inc. to date.

 

 

 

 

 

5. Segment information

 

For management purposes, the Group is currently organised into three business segments - advisory services, investing activities, and intellectual property. These business segments are the basis on which the Group reports its primary segment information.

 

Information regarding these segments is presented below.

 

			Advisory		Investing		Intellectual
			services		activities		property		Eliminations		Consolidated
			Six months		Six months		Six months		Six months		Six months
			ended		ended		ended		ended		ended
			30 June 2018		30 June 2018		30 June 2018		30 June 2018		30 June 2018
			US $		US $		US $		US $		US $
REVENUE
External advisory fees			60,000		-		-		-		60,000
External license fees			-		-		-		-		-
Total revenue			60,000		-		-		-		60,000
Administrative expenses			(417,109)		(857,395)		(94,962)		-		(1,369,466)
Segment result			(357,109)		(857,395)		(94,962)		-		(1,309,466)
Fair value losses on
investments			-		(5,532,910)		-		38,907		(5,494,003)
Realized gain on sale
of investments			-		1,478,471		-		-		1,478,471
Interest income			-		328		-		-		328
Other gains and losses			-		217,139		-		-		217,139
Finance costs			-		(795,568)		(21,649)		-		(817,217)
Profit/(loss) before tax			(357,109)		(5,489,935)		(116,611)		38,907		(5,924,748)
Income taxes			96		-		-		-		96
Profit/(loss) after tax			(357,013)		(5,489,935)		(116,611)		38,907		(5,924,652)

 

			Advisory		Investing		Intellectual
			services		activities		property		Eliminations		Consolidated
			Six months		Six months		Six months		Six months		Six months
			ended		ended		ended		ended		ended
			30 June 2018		30 June 2018		30 June 2018		30 June 2018		30 June 2018
			US $		US $		US $		US $		US $
OTHER INFORMATION
Segment assets			2,348,107		29,545,063		30,909		(11,553,869)		20,370,210
Segment liabilities			9,266,200		22,826,489		7,938,769		(10,977,988)		29,053,470
Amortisation			-		-		-		-		-
Recognition of share-based
payments			-		48,810		-		-		48,810

 

 

 

5. Segment information, (continued)

 

For management purposes for 30 June 2017, the Group was organised into three business segments - advisory services, investing activities, and intellectual property.

 

			Advisory		Investing		Intellectual
			services		activities		property		Eliminations		Consolidated
			Six months		Six months		Six months		Six months		Six months
			ended		ended		ended		ended		ended
			30 June 2017		30 June 2017		30 June 2017		30 June 2017		30 June 2017
			US $		US $		US $		US $		US $
REVENUE
External advisory fees			153,000		-		-		-		153,000
External license fees			-		-		-		-		-
Total revenue			153,000		-		-		-		153,000
Administrative expenses			(331,499)		(1,077,680)		(343,638)		-		(1,752,817)
Segment result			(178,499)		(1,077,680)		(343,638)		-		(1,599,817)
Fair value gains on
investments			-		4,308,957		-		(31,584)		4,277,373
Realized loss on sale
of investments			-		(485,170)		-		-		(485,170)
Interest income			-		155,868		-		-		155,868
Other gains and losses			-		(407,664)		440,865		-		33,201
Finance costs			-		(660,961)		(35,640)		-		(696,601)
Profit/(loss) before tax			(178,499)		1,833,350		61,587		(31,584)		1,684,854
Income taxes			-		-		-		-		-
Profit/(loss) after tax			(178,499)		1,833,350		61,587		(31,584)		1,684,854

 

			Advisory		Investing		Intellectual
			services		activities		property		Eliminations		Consolidated
			Six months		Six months		Six months		Six months		Six months
			ended		ended		ended		ended		ended
			30 June 2017		30 June 2017		30 June 2017		30 June 2017		30 June 2017
			US $		US $		US $		US $		US $
OTHER INFORMATION
Segment assets			2,150,523		35,418,672		74,316		(10,382,830)		27,260,681
Segment liabilities			8,500,757		24,878,056		7,526,804		(9,826,093)		31,079,524
Amortisation			-		-		77,542		-		77,542
Recognition of share-based
payments			-		34,021		-		-		34,021

 

 

 

 

5. Segment information, (continued)

 

Geographical segments

 

The Group's operations are located in the United States and the United Kingdom.

 

The following table provides an analysis of the Group's advisory fees by geographical location of the investment.

 

		Advisory fees by
		geographical location
		Six months ended		Six months ended
		30 June 2018		30 June 2017
		US $		US $
United States		-		-
United Kingdom		60,000		153,000
		60,000		153,000

 

The following table provides an analysis of the Group's license fees by geographical location.

 

	License fees by
	geographical location
	Six months ended	Six months ended
	30 June 2018	30 June 2017
	US $	US $
United States	-	-
Europe	-	-
	-	-

 

 

The following is an analysis of the carrying amount of segment assets, and additions to fixtures, fittings, and equipment, analysed by the geographical area in which the assets are located:

 

	Carrying amount				Additions to fixtures, fittings, and
	of segment assets				equipment and intangible assets
	Six months ended		Six months ended		Six months ended		Six months ended
	30 June 2018		30 June 2017		30 June 2018		30 June 2017
	US $		US $		US $		US $
United States	3,913,443		10,252,395		-		-
United Kingdom	16,456,767		17,008,286		-		-
	20,370,210		27,260,681		-		-

 

 

 

 

6. Income tax expense

 

Six months ended   Six months ended   Year ended   30 June 2018   30 June 2017   31 December 2017   US $   US $   US $             Isle of Man income tax -   -   - Tax on US subsidiaries (96)   -   719             Current tax/(refund) (96)   -   719

 

From 6 April 2006, a standard rate of corporate income tax of 0% applies to Isle of Man companies, with exceptions taxable at the 10% rate, namely licensed banks in respect of deposit-taking business, companies that profit from land and property in the Isle of Man and companies that elect to pay tax at the 10% rate. No provision for Isle of Man taxation is therefore required. The Company is treated as a Partnership for U.S. federal and state income tax purposes and, accordingly, its income or loss is taxable directly to its partners.

 

The Company has three subsidiaries, two in the USA and one in the Kingdom of Bahrain. The US subsidiaries, Amphion Innovations US Inc. and DataTern, Inc., are Corporations and therefore taxed directly. The US subsidiaries suffer US federal tax, state tax, and New York City tax on their taxable net income.

 

The Group charge for the period can be reconciled to the profit per the consolidated income statement as follows:

 

	US $
Loss before tax	(5,924,748)
Tax at the Isle of Man income tax rate of 0%	-
Effect of different tax rates of subsidiaries
operating in other jurisdictions	(96)
Current tax/(refund)	(96)

 

 

7. Earnings per share

 

The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the parent is based on the following data:

 

Earnings	Six months ended		Six months ended		Year ended
	30 June 2018		30 June 2017		31 December 2017
	US $		US $		US $
Profit/(loss) for the purposes of basic and diluted earnings per share	(5,924,652)		1,684,854		2,499,789
Number of shares
	Six months		Six months
	ended		ended		Year ended
	30 June 2018		30 June 2017		31 December 2017
Weighted average number of ordinary shares for
the purposes of basic earnings per share	209,904,770		199,500,179		203,648,083
Effect of dilutive potential ordinary shares:
Options	-		1,511,227		1,002
Convertible promissory notes	202,919,502		74,701,069		74,915,585
Weighted average number of ordinary shares for
the purposes of diluted earnings per share	412,824,272		275,712,475		278,564,670

 

Share options that could potentially dilute basic earnings per share have been excluded from the computation of diluted earnings per share in 2018 because they would be antidilutive. 8. Investments

 

At fair value through profit or loss

 

	Group
	Level 1	Level 2	Level 3	Total
	US $	US $	US $	US $
At 1 January 2018	20,615,470	-	5,477,297	26,092,767
Investments during the year	573,376	-	68,761	642,137
Transfers between levels	2,876,579		(2,876,579)	-
Disposals	(3,653,712)	-	-	(3,653,712)
Fair value losses	(3,946,772)	-	(68,761)	(4,015,533)
At 30 June 2018	16,464,941	-	2,600,718	19,065,659
At 1 January 2017	14,918,606	-	7,925,718	22,844,324
Investments during the year	-	-	461,278	461,278
Disposals	(1,783,736)	-	-	(1,783,736)
Fair value gains/(losses)	3,873,417	-	(81,214)	3,792,203
At 30 June 2017	17,008,287	-	8,305,782	25,314,069

 

The Group is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. In the case of the Group, investments classified as Level 1 have been valued based on a quoted price in an active market. Investments classified as Level 2 have been valued using 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). Fair values of unquoted investments classified as Level 3 in the fair value hierarchy have been determined in part or in full by valuation techniques that are not supported by observable market prices or rates. Investment valuations for Level 3 investments have been arrived at using a variety of valuation techniques and assumptions. For instances where the fair values are based upon the most recent market transaction but which occurred more than twelve months previously, the investments are classified as Level 3 in the fair value hierarchy.

 

The net decrease in fair value for the six months ended 30 June 2018 of US $4,015,533 includes a net decrease of US $5,425,242 from the change in value of the public companies and is based on quoted prices in active markets, a realized gain of US $1,478,471 from the sale of Motif Bio plc and a net decrease of US $68,761 in Level 3 investments that has been estimated using valuation techniques in accordance with the International Private Equity and Venture Capital Valuation Guidelines.

 

During 2018, securities with a carrying value of US $2,876,579 at 31 December 2017 were transferred from Level 3 to Level 1 because the securities were listed on the AIM of the London Stock Exchange in 2018 and they are currently actively traded in that market. The securities now have a published price quotation in an active market.

 

 

 

 

8. Investments, (continued)

 

The 2018 disposals include the sale of 8,896,034 Motif Bio plc ordinary shares for US $3,653,712 that was used to pay monthly payments to the institutional lender.

 

Fair value determination

 

The Directors have valued the investments in accordance with the guidance laid down in the International Private Equity and Venture Capital Valuation Guidelines. The inputs used to derive the investment valuations are based on estimates and judgements made by management which are subject to inherent uncertainty. As such the carrying value in the financial statements at 30 June 2018 may differ materially from the amount that could be realised in an orderly transaction between willing market participants on the reporting date.

 

In making their assessment of fair value at 30 June 2018, management has considered the total exposure to each entity including equity, warrants, options, promissory notes, and receivables.

 

Further information in relation to the directly held private investment portfolio that are at Level 3 at 30 June 2018 is set out below:

 

	Fair value	Methodology	Unobservable inputs
	US $
Private investments	2,600,718	Multiple methods used in combination including: Discount to last market price, discount to last financing round, price of future financing round, third party valuation, and valuation of planned transaction.	Discount (0%-100%), price of fund raising.

 

Given the range of techniques and inputs used in the valuation process and the fact that in most cases more than one approach is used, a sensitivity analysis is not considered to be a practical or meaningful disclosure. It should be noted however that increases or decreases in any of the inputs listed above in isolation may result in higher or lower fair value measurements.

 

 

 

9. Other financial assets and liabilities

The carrying amounts of the Group's financial assets and financial liabilities at the statement of financial position date are as follows.

 

	30 June 2018		31 December 2017
	Carrying	Fair	Carrying	Fair
	amount	value	amount	value
	US $	US $	US $	US $
Financial assets
Fair value through profit or loss
Investments - designated
as such upon initial recognition	19,065,659	19,065,659	26,092,767	26,092,767
Current assets
Loans and receivables
Security deposit	16,000	16,000	16,000	16,000
Prepaid expenses and other receivables	1,147,167	1,147,167	1,157,146	1,157,146
Cash and cash equivalents	141,384	141,384	1,035,201	1,035,201
Financial liabilities
Amortised cost
Trade and other payables	10,714,011	10,714,011	10,478,036	10,478,036
Notes payable	10,305,673	10,305,673	12,522,232	12,522,232
Convertible promissory notes	8,033,786	8,033,786	8,108,264	8,108,264

 

The carrying value of cash and cash equivalents, the security deposit, prepaid expenses and other receivables, and trade and other payables, in the Directors' opinion, approximate to their fair value at 30 June 2018 and 31 December 2017.

 

10. Promissory notes

 

Convertible promissory notes

 

On 26 February 2018, the holders of the Convertible Promissory Notes agreed to amend the terms of the notes. The notes, previously due on 31 December 2017, are to be redeemed on 31 December 2018 (subject to certain early partial redemption options) unless previously converted. The notes will be convertible into fully paid ordinary shares of the Company at a conversion price of 5 pence per share and 3 pence per share after 31 March 2018. The interest on the notes is to accrue beginning 1 January 2018 and will be payable quarterly. The notes will pay interest of 5% (10% after 31 March 2018) if the Company elects to satisfy the interest in either cash or additional notes or 7% (12% after 31 March 2018) if the Company elects to satisfy the interest in ordinary shares of the Company at the volume weighted average price of the shares in the five trading days prior to their issue. For every £1 of note held, the Company will issue two warrants to subscribe for shares. The exercise price will be 7 pence per share (5 pence after 31 March 2018) with an expiration date of 31 December 2019. The Company commits to give the note holder the option to redeem the remaining portion of the notes held, subject to the Company having restructured its secured loan facility. The Company has been able to reach accommodations with these debt holders in the past, and we believe that, if required, we will be able to reach agreement to extend the maturity of the debt.

 

 

 

10. Promissory notes, (continued)

 

During 2018, US $205,617 (£149,261) additional convertible promissory notes were issued in payment of the accrued interest payable on the notes for the quarters ended 31 December 2017 and 31 March 2018. The Company redeemed a total of £54,923 of convertible promissory notes for the 30 June 2017 redemption date. The amounts were paid in January 2018. At 30 June 2018, the convertible promissory notes totaled US $8,033,786 (£6,087,585) and the warrants issued totaled 12,175,172.

 

The net proceeds received from the issue of the convertible promissory notes are classified as a financial liability due to the fact that the notes are denominated in a currency other than the Company's functional currency and that on any future conversion a fixed number of shares would be delivered in exchange for a variable amount of cash.

 

Promissory notes

 

In June 2014, the Company was granted a loan facility ("Facility") by an institutional lender (the "Lender"). In May 2018, the Company sold 8,496,467 shares of Motif Bio plc. The proceeds were used to pre-pay three months' of loan repayments to the Lender of the Facility. The remaining loan balance will be repaid in 4 monthly installments from 15 September to 15 December 2018. The balance of the loan at 30 June 2018 is US $3,336,806 and continues to be secured by the pledge of 27,475,591 ordinary shares of Motif Bio plc. Amphion has transferred the legal title to, but retains the beneficial interest in, the pledged shares. As part of the Facility, the Directors agreed to a Deed of Postponement that regulates the Directors' rights in respect to the repayment of any debt due to them from the Company. The Directors agreed to defer payment of their debt by the Company until the Facility is repaid in full.

 

In July 2017, the Company reached an agreement with the estate of R. James Macaleer, the former Chairman of the Company, to extend the maturity of the notes payable totaling US $6,308,600 to the end of 2017 in return for the grant of 3 million warrants (1 million with an exercise price of 8p, 1 million with an exercise price of 9p, and 1 million with an exercise price of 10p). In April 2018, the notes were extended to 31 December 2018. In no case will any payment be made on the new notes until the amounts outstanding under the Company's existing Facility are fully repaid. The final payment until the Facility is currently scheduled for 15 December 2018.

 

Reconciliation of movements of liabilities to cash flows arising from financing activities:

 

		Convertible
	Notes payables	promissory notes	Total
Balance at 1 January 2018	12,522,232	8,108,264	20,630.496
Changes from financing cash flows
Repayment of promissory notes	(2,523,603)	(75,963)	(2,599,566)
Total changes from financing cash flows	(2,523,603)	(75,963)	(2,599,566)
Non-cash changes
The effect of changes in foreign exchange rates	-	(204,131)	(204,131)
Convertible promissory notes issued to settle interest expense	-	205,616	205,616
Transaction costs	307,044	-	307,044
Total changes from non-cash changes	307,044	1,485	308,529
Balance at 30 June 2018	10,305,673	8,033,786	18,339,459

 

 

 

11. Share capital

 

	Number		£		US $
Balance as at 31 December 2017	209,175,888		2,091,759		3,615,284
Issued and fully paid:
Ordinary shares of 1p each	799,562		7,996		10,844
Balance as at 30 June 2018	209,975,450		2,099,755		3,626,128

 

During the six months ended 30 June 2018, the following changes occurred to the share capital of the Company:

 

On 17 January, the Company issued 799,562 ordinary 1p shares at a premium of .828 per share (US $8,979) to Directors in payment of 2010 and 2016 fees.

 

12. Share based payments

 

On 31 October 2016, the Group established the 2016 Long Term Incentive Plan ("LTIP") to replace the 2006 Unapproved Share Option Plan that expired in June 2016. During 2018, 938,000 options were issued under the Plan.

 

	2018
			Weighted
			average
	Number of		exercise
	share options		price (in £)
Outstanding at beginning of period	11,966,472		0.04
Granted during the period	938,000		0.02
Forfeited during the period	(568,875)		0.02
Expired during the period	-		-
Outstanding at the end of the period	12,335,597		0.05
Exercisable at the end of the period	12,102,264		0.05

 

The fair value of options granted has been calculated using the Black Scholes model which has given rise to fair values per share of US$0.02. This is based on risk-free rates of 2.91% and volatility of 94.43%.

The Group recognised total costs of US $28,987 relating to equity-settled share-based payment transactions in 2018 which were expensed in the statement of comprehensive income during the period.

13. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related partners are disclosed below.

 

On 1 April 2015, Motif Bio plc entered into an advisory and consultancy agreement with Amphion Innovations US Inc. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Chairman and Director of Motif Bio plc. The consideration for the services is US $120,000 per annum. The agreement was amended in December 2016

 

 

13. Related party transactions, (continued)

so that either party may terminate the agreement at any time, for any reason, upon giving the other party 90 days advance written notice. Amphion Innovations US Inc.'s fee for the period ended 30 June 2018 was US $60,000.

 

On 1 April 2015, Motif Bio plc entered into a consultancy agreement with Amphion Innovations plc for Robert Bertoldi, a Director of Amphion Innovations plc, to provide services to Motif Bio plc. In July 2017, the agreement was amended to increase the consideration to US $125,000. The agreement was also amended in December 2016 so that either party may terminate the agreement at any time, for any reason, upon giving the other party ninety days advance written notice.

 

A subsidiary of the Company has entered into an agreement with Axcess International, Inc. ("Axcess") to provide advisory services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Chairman and Director of Axcess, respectively. Amphion Innovations US Inc. will receive a monthly fee of US $10,000 pursuant to this agreement. The agreement renews on an annual basis until terminated by one of the parties. The monthly fee is suspended for any month in which Axcess' cash balance falls below US $500,000. Amphion Innovations US Inc. received no fee during the period ended 30 June 2018.

 

A subsidiary of the Company has entered into an agreement with WellGen, Inc. ("WellGen") to provide advisory and consulting services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Chairman and Director of WellGen, respectively. The fee under this agreement is US $60,000 per quarter. The agreement renews annually until terminated by either party. The subsidiary's fee for the period ended 30 June 2018 was suspended. At 30 June 2018, US $1,320,000 of the advisory fees remain payable. This balance has been reduced by a provision for doubtful debts in the amount of US $1,320,000.

 

A subsidiary of the Company has entered into an agreement with PrivateMarkets, Inc. ("PrivateMarkets") to provide advisory services. Richard Morgan, a Director of the Company, is also the Chairman of PrivateMarkets. The fee under this agreement is US $30,000 per quarter until the successful sale of at least US $3,000,000 and thereafter, US $45,000 per quarter. This agreement will renew annually unless terminated by either party. The subsidiary's fee for the period ended 30 June 2018 was suspended. At 30 June 2018, US $770,000 remains payable by PrivateMarkets. The payable has been reduced by a provision for doubtful debts in the amount of US $770,000.

 

Amphion Innovations US Inc. has entered into an agreement with DataTern, Inc. ("DataTern") (a wholly owned subsidiary of the Company) to provide advisory and consulting services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Directors of DataTern. The quarterly fee under this agreement is US $60,000 and renews annually unless terminated by either party. The subsidiary's fee for the period ended 30 June 2018 was suspended.

 

During 2013, Richard Morgan, a Director of the Company, advanced US $190,000 to a subsidiary of the Company under promissory notes. The promissory notes accrue interest at 5% per annum and are payable in three years. In 2010, Richard Morgan advanced US $352,866 to the Company. In July 2014, the balance of this advance was converted into a demand note that accrues interest at 5% per annum. At 30 June 2018, US $81,301 remains outstanding. The net amount payable by the Group at 30 June 2018 to Richard Morgan is US $2,369,192. The amount payable includes a voluntary salary reduction of US $1,999,687, US $341,779 of which will be payable at the discretion of the Board at a later date.

 

At 30 June 2018, US $108,333 was due to Gerard Moufflet, a retired Director of the Company, for Director's fees and US $8,337 for expenses.

 

At 30 June 2018, US $1,151,235 was due to Robert Bertoldi, a Director of the Company, for voluntary salary reductions of which US $188,769 is payable by the discretion of the Board at a later date.

 

 

13. Related party transactions, (continued)

 

In May 2017, Richard Morgan and Robert Bertoldi, Directors of the Company, agreed to a Deed of Postponement where they have agreed to postpone the repayment of the amounts owed to them, which total US $4.3 million, until all other debts of the company are repaid.

 

14. Subsequent Events

 

On 16 August 2018, the Company sold 3,000,000 shares of Motif Bio plc for net proceeds of US $1,286,391. The net proceeds were used as partial repayment of the loan Facility, as well as ongoing business operations and development of Amphion's other Partner Companies. The remaining loan balance will be repaid in three monthly installments from 15 October to 15 December 2018. The Company has, however, entered into an agreement in principle, subject to entering into a definitive binding agreement, to defer further repayment of the Facility until 30 September 2019 and to potentially increase the size of the Facility by approximately US $1.4 million (approximately US $1.1 million after fees and expenses).

 

On 1 September 2018, the Company appointed Stephen Austin as a non-executive director.