Company Registration No. 10649320 (England and Wales)
SPYBIOTECH LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
PAGES FOR FILING WITH REGISTRAR
SPYBIOTECH LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 12
SPYBIOTECH LIMITED
BALANCE SHEET
AS AT
31 MARCH 2021
31 March 2021
- 1 -
2021
2020
(unaudited)
Notes
£
£
£
£
Fixed assets
Intangible assets
5
254,563
161,562
Tangible assets
6
154,883
350,209
409,446
511,771
Current assets
Debtors
7
736,930
444,809
Cash at bank and in hand
21,477,391
502,381
22,214,321
947,190
Creditors: amounts falling due within one year
8
(343,068)
(196,830)
Net current assets
21,871,253
750,360
Total assets less current liabilities
22,280,699
1,262,131
Provisions for liabilities
9
(59,877)
(44,825)
Net assets
22,220,822
1,217,306
Capital and reserves
Called up share capital
10
6,273
5,400
Share premium account
28,698,889
4,998,600
Other reserves
883,801
356,128
Profit and loss reserves
(7,368,141)
(4,142,822)
Total equity
22,220,822
1,217,306
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 9 December 2021 and are signed on its behalf by:
S Biswas
Director
Company Registration No. 10649320
SPYBIOTECH LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2021
- 2 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2019
5,400
4,998,600
(2,341,909)
2,662,091
Year ended 31 March 2020:
Loss and total comprehensive income for the year (unaudited)
-
-
-
(1,800,913)
(1,800,913)
Share based payments (unaudited)
-
-
356,128
356,128
Balance at 31 March 2020 (unaudited)
5,400
4,998,600
356,128
(4,142,822)
1,217,306
Year ended 31 March 2021:
Loss and total comprehensive income for the year
-
-
-
(3,225,319)
(3,225,319)
Issue of share capital
10
873
23,700,289
-
-
23,701,162
Share based payments
11
-
-
527,673
527,673
Balance at 31 March 2021
6,273
28,698,889
883,801
(7,368,141)
22,220,822
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
- 3 -
1
Accounting policies
Company information
Spybiotech Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
7600 The Quorum, Alec Issigonis Way, Oxford, OX4 2JZ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The Directors have adopted the going concern basis in preparing the financial statements. In assessing whether the going concern assumption is appropriate the Directors have taken into account all relevant information about the existing status of the company and future potential scenarios up to the end of December 2022 (the “going concern review period”).
true
As part of this assessment the Directors have prepared cash flow forecasts, taking account of the significant cash resources held by the Company following successful completion of Series A fundraising in February 2021. These forecasts indicate the company has sufficient cash on hand to continue to operate for an extended period of time, including for the going concern review period.
As such the financial statements continue to be prepared on a going concern basis.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that
it is probable will be
recover
ed
.
Revenue from license contracts is recognised in full once an irrevocable and non-refundable license has been granted for which the company has no further performance obligations.
1.4
Research and development expenditure
Research and development expenditure is written off in the year in which it is incurred.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
1
Accounting policies
(Continued)
- 4 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents & licences
10% straight line
1.6
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the period of the lease
Plant and equipment
25% straight line
Fixtures and fittings
33% straight line
Computers
33% straight line
1.7
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
Cash and cash equivalents
Cash at bank and in hand
are basic financial assets
and
include cash at bank only.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
trade debtors,
cash and bank balances
,
corporation tax recoverable
and other debtors
, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including
trade creditors
,
taxation and social security and other creditors,
are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Provisions
Provisions are recognised when the
company
has a legal or constructive present obligation as a result of a past event, it is probable that the
company
will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i
s
measured at present value
,
the unwinding of the discount is recognised as a finance cost in
profit
or
loss
in the period
in which
it arises.
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
1
Accounting policies
(Continued)
- 6 -
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black-Scholes
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Auditor's remuneration
2021
2020
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
36,750
No other payments were made to, or services provided by
Ernst & Young
in either year.
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 7 -
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
(unaudited)
Total
10
10
5
Intangible fixed assets
Patents & licences
£
Cost
At 1 April 2020 (unaudited)
190,775
Additions
117,949
At 31 March 2021
308,724
Amortisation and impairment
At 1 April 2020 (unaudited)
29,213
Amortisation charged for the year
24,948
At 31 March 2021
54,161
Carrying amount
At 31 March 2021
254,563
At 31 March 2020 (unaudited)
161,562
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 8 -
6
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 April 2020 (unaudited)
28,586
970,719
18,462
40,177
1,057,944
Additions
1,044
50,759
3,808
8,322
63,933
At 31 March 2021
29,630
1,021,478
22,270
48,499
1,121,877
Depreciation and impairment
At 1 April 2020 (unaudited)
6,185
655,825
15,866
29,859
707,735
Depreciation charged in the year
2,967
245,329
2,674
8,289
259,259
At 31 March 2021
9,152
901,154
18,540
38,148
966,994
Carrying amount
At 31 March 2021
20,478
120,324
3,730
10,351
154,883
At 31 March 2020 (unaudited)
22,401
314,894
2,596
10,318
350,209
7
Debtors
2021
2020
Amounts falling due within one year:
£
£
(unaudited)
Corporation tax recoverable
515,497
278,026
Other debtors
109,143
54,493
624,640
332,519
2021
2020
Amounts falling due after more than one year:
£
£
(unaudited)
Other debtors
112,290
112,290
Total debtors
736,930
444,809
8
Creditors: amounts falling due within one year
2021
2020
£
£
(unaudited)
Trade creditors
178,853
43,183
Taxation and social security
13,325
15,341
Other creditors
150,890
138,306
343,068
196,830
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 9 -
9
Provisions for liabilities
2021
2020
£
£
(unaudited)
Property related provisions
59,877
44,825
Movements on provisions:
Property related provisions
£
At 1 April 2020 (Unaudited)
44,825
Additional provisions in the year
15,052
At 31 March 2021
59,877
10
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
(unaudited)
(unaudited)
Ordinary shares of 0.1p each
5,000,000
5,000,000
5,000
5,000
A Ordinary shares of 0.01p each
4,000,000
4,000,000
400
400
Series A1 shares of 0.01p each
7,900,387
-
790
-
Series A2 shares of 0.01p each
833,333
-
83
-
17,733,720
9,000,000
6,273
5,400
During the year, the company issued 7,900,387 £0.0001 Series A1 shares for a total consideration of £21,201,163.
During the year, the company issued 833,333 £0.0001 Series A2 shares for a total consideration of £2,499,999.
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 10 -
11
Share-based payment transactions
Number of share options
Weighted average exercise price
2021
2020
2021
2020
Number
Number
£
£
(unaudited)
(unaudited)
Outstanding at 1 April 2020
581,110
0.20
Granted
1,531,692
653,332
0.14
0.20
Surrendered
(431,110)
0.20
Expired
(150,000)
(72,222)
0.20
0.20
Outstanding at 31 March 2021
1,531,692
581,110
0.14
0.20
Exercisable at 31 March 2021
295,568
367,395
0.03
0.20
The options outstanding at 31 March 2021 had an exercise price
range
of £0.
001 and
£0.67, and a remaining contractual life ranging from
6.58
to 9.
67
years.
Inputs were as follows:
2021
2020
Weighted average share price
3.00
1.00
Weighted average exercise price
0.14
0.20
Expected volatility
50.00
50.00
Expected life
10.00
10.00
Risk free rate
0.42
1.21
During the year, the company recognised expenses of £
527,673
(20
20
- £
356,128
) which related to equity settled share based payment transactions.
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Daniel Dennett at Ernst & young LLP
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 11 -
13
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases in respect of rental property, as follows:
2021
2020
£
£
(unaudited)
93,575
187,150
SPYBIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2021
- 12 -
14
Related party transactions
During the year, the company incurred costs (consisting of both cash and share based payments) of £53,502 (2020: £11,000) in respect of non-executive directors' fees. Included within other creditors as at 31 March 2021 are accrued directors fees of £15,000 (2020: £11,000).
During the year the company incurred costs (consisting of both cash and share based payments) of £903,173 (2020: £585,624) in respect of fees paid to senior management and company shareholders who have served as either consultants, suppliers or executive directors to the company.
2021-03-31
2020-04-01
false
10 December 2021
CCH Software
CCH Accounts Production 2021.300
No description of principal activity
This audit opinion is unqualified
S Biswas
L T Mackinnon
C B Porter
Mr A Crawford-Brunt
Mr L Giebel
Mr D Menichella
Mr J C T Wong
Dr E Smirnyagina
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