Cessatech A/S (“Cessatech” or the “Company”) hereby publishes its annual report
for the fiscal year 2024, which also includes the fourth quarter of 2024 financial
reporting. The annual report is attached as a pdf. The report is also available on
Cessatech’s website www.cessatech.com under ‘Fillings & Reports’.
Full year 2024 for the period 1 January - 31 December (Q4’2024 results in brackets):
• Net revenue was KDKK 2.486 (-870)
• Operating result was KDKK -19.053 (-8.667)
• Net result was KDKK -14.670 (-7.216)
• Cash at bank end of the period was KDKK 12.373 (12.373)
• Earnings per share* was KDKK -0,85 (-0,41)
• Solidity** was 52% (52%)
*Earnings per share (DKK per share): Operating result divided by the average number of shares during the
period. The total number of shares as of 31 December 2024 amounted to 17.425.094 shares, the average number
of shares during the full year was 17.248.469. **Solidity: Total equity divided by total capital and liability.
The annual report is presented for approval at the Annual General Meeting, 28 March 2025.
The Board and the CEO have proposed that no dividend is paid out for the fiscal year, 1
January 2024 - 31 December 2024.
Table of content
Highlights during the full year 2024
Q1-2024
• Successful TO2 warrant exercise - 94.7 percent of all outstanding
TO2 Warrants were exercised for subscription of shares.
Cessatech received approximately DKK 17.1 million in gross
proceeds
Q2-2024
• The Paediatric Study 0202 was initiated with dosing of the first
patient
• Data presented at a meeting in Rome; simulated pain reduction
in NRS in children using CT001 was -87%, compared to -52%, -
32% and +10% for sufentanil, ketamine and placebo respectively
Q3-2024
• The Loan Facility Agreement with a group of investors was
increased from DKK 5 million to DKK 10 million and the maturity
extended until April 2026
• Commercial partnership agreement for CT001 with Proveca,
including the regulatory and market access process.
Q4-2024
• Recruitment reached the halfway point for patient recruitment
with 75 included patients in the Paediatric Study 0202
Press Release
28 February 2025 – 8.30
Cessatech A/S publishes Annual Report for the fiscal year 2024
About Cessatech A/S
Cessatech A/S is a Danish pharmaceutical company committed to developing and
commercializing evidence-based and innovative medicines for children for the treatment
of paediatric acute pain. Its lead asset (CT001) is an analgesic nasal spray for the treatment
of acute and planned painful procedures in children. The advantages include needle-free
administration, easy administration, a fast-acting therapeutic effect, and being medically
approved for children. CT001 is at its pivotal stage of clinical development, and CT002 is at
the early development phase.
For more information about Cessatech, please contact:
Jes Trygved, CEO
Phone: +45 9387 2309
E-mail: jes.trygved@cessatech.com
www.cessatech.com
Annual Report 2024
1 January - 31 December
Cessatech A/S - CVR no. 41293055
Strandvejen 60, 2900 Hellerup, Denmark
2
In this document, the following definitions shall apply unless otherwise
specified: “the Company” or “Cessatech” refers to Cessatech A/S
number 4
The Company
Cessatech A/S
CVR no.: 41 2 9 3 05 5
Board of Directors
Martin Olin (Chairman)
Flemming Steen Jensen
Charlotte Videbæk
Rachel Curtis Gravesen
Anders Dyhr Dombernowsky-Toft
Executive Management
Jes Trygved (CEO)
Table of content
1. Company information & management review
2. Cessatech
3. Pipeline: CT001, CT002 and CT003
4. Comment from the CEO
5. Highlights from 2024
6. Highlights after the period 2025
7. Board of Directors
8. Executive Team
9. Miscellaneous
10. Financial highlights and ratios
11. Financial review
12. Management statement on the annual report
13. Independent auditors' report
14. Income statement & statement of comprehensive income
15. Balance sheet
16. Statement of changes in equity
17. Cash flow statement
18. Notes
Auditors
PriceWaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
CVR-no. DK 33 77 12 31
3
1. Company information & management review
2.
Cessatech
Intro
A unique focus
Cessatech – a company focusing on new and innovative solutions for
children: Cessatech is a pivotal stage company developing evidence-
based treatment for children. The lead program (CT001) is an analgesic
nasal spray for treatment of acute and planned painful procedures in
children. The advantages of treatment include; reday-to-use, needle-free
administration, being easy to administer, a fast-acting therapeutic effect
and, when it has obtained regulatory approval, also being medically
approved for children.
The repurposing of medications is a well-known strategy in drug
development and seen as a highly efficient, timesaving, and a lower cost
way to improve therapeutic options while minimising the risk of failure in
clinical studies. Approximately 20% of orphan drugs and biological
products approved by the FDA since 1983 have been repurposed drugs.
Business model
Cessatech’s business model offers scalable economic value creation by
identifying and developing drugs with a shorten time to market and a
risk-reduced profile. The drugs that will be developed
by Cessatech should be proven effective in adults and represent a
medical unmet need in children where a focused development plan can
be applied for documenting good effect and safety in children. By
following the EMA approved PIP program for its program asset nasal
spray, Cessatech significantly shortens time to market and is provided ten
(10) years of market exclusivity upon approval. Utilising the PIP regulatory
route is thus a cornerstone of Cessatech’s business model, which will also
be applied on future programs when applicable. Exemplified by the
achievement of a second agreed PIP with EMA for the development of
the CT002 program. The business plan is focused on Europe and US but
also other relevant markets in rest of the world.
Commercial scope
Cessatech believes there are several (principle) strategic options for the
business going forward. As a small drug development company, a
traditional approach would be to out-licence or sell the products to
pharmaceutical companies. With its clinical late-stage lead program
CT001, Cessatech has in 2023 entered into a partnership agreement
with Ventis Pharma for the US market, initially for the early-access
program starting in 2025, and an out-licensing agreement with
Proveca for rest of the world, which was signed in 2024. Cessatech will
continuously evaluate all strategic options to building its business and
will also consider to be more involved in commercial activities.
4
2. Cessatech
1: Focused business model
• Targeting large unmet paediatric needs -
in hospitals and emergency units
• Repositioning existing medicine to fit
children’s needs - an accelerated and
highly de-risked route-to-
market approach
2: Pipeline delivering value
• CT001 - an analgesic nasal spray for acute
painful procedures in children, based on
>10 years of clinical experience.
• CT002 - a nasal spray for sedative
procedures for children from 0-17 years
of age
3: Building a business
• Commercialization intended to be based
on partnerships - aiming at generating a
positive cash-flow trend faster
• Supply and manufacturing are
outsourced to leading expert
companies in Europe
TEST & DEVELOP DRUGS
Specifically for children
COMMERCIALIZE BRANDS
Attractive – faster to market
Relevant
drugs for
children
Clinical
development as
agreed with
EMA & FDA
License
negotiations
Regulatory
The regulatory process is important and
requires a solid understanding of the PIP
process, requirements, and potential
scientific advice. Cessatech works closely
with selected CROs, Clinical experts and
has identified hospital sites for rapid
inclusion.
Development
The development process requires
detailed understanding of the anatomy
and absorption in children, which is an
area that Cessatech has specialized its
competences within.
SAFETY: The growing interest is driven by the
advantages of working with existing compounds that
have already undergone significant safety testing
TIMELINES: Repositioned drugs have shorter
development times (5-8 years) compared to those
associated with new chemical entities (10-15 years)
COSTS: As a result, costs can be as much as 60%
of those for NCEs.
EFFICACY: Higher likelihood of success as they have
already undergone some level of testing in humans. A
success rate of 30% vs 10% for new chemical entities
5
2.
Cessatech
Business
Model
Table of content
1. Company information & management review
2. Cessatech
3. Pipeline: CT001, CT002 and CT003
4. Comment from the CEO
5. Highlights from 2024
6. Highlights after the period 2025
7. Board of Directors
8. Executive Management
9. Miscellaneous
10. Financial highlights and ratios
11. Financial review
12. Management statement on the annual report
13. Independent auditors' report
14. Income statement & statement of comprehensive income
15. Balance sheet
16. Statement of changes in equity
17. Cash flow statement
18. Notes
No needle needed
1
2
3
4
5
6
7
For relief of acute pain in children aged 1-17
Minimal distress - needle-free administration
Rapid onset of action (10-15 min)
Acceptable safety - no need for special staff
Two presentations - pending weight
Simple to use, simple dosing – single use
Simple to store - no need for refrigeration
CT001 - TARGET PRODUCT PROFILE
CT001 is a nasal spray for acute pain treatment.
Based on ten years of clinical experience from leading hospitals in Scandinavia. In
2024 Cessatech entered a partnership with Proveca Ltd for the commercialization of
CT001, which is expected to submit the regulatory file in 2025.
6
3. Pipeline: CT001, CT002 and CT003
Use Indication Pre-clinical Phase I Phase II Pivotal, Ph III
CT001
Fixed combination
Non-invasive nasal spray Acute pain
CT002
Sedative-analgesic
Non-invasive nasal spray Sedation
CT003
Local analgesia
Local gel
Topical
anaesthesia
A pivotal-stage biotech company with a unique focus on children’s medicine
Introduction to CT001: Despite the many pain-relieving products available for adults, few of these have been developed for children. A study on
unlicensed drug prescription revealed that up to 75 percent of all medications for children currently prescribed in hospital settings are
administered off-label, meaning that the use deviates from the dose, is not tested, documented, or approved for children.
A commonly used treatment as Midazolam only has a sedative effect, thus leaving the pain untreated. Morphine/opioids require intravenous
access for fast pain relief, causing further pain for the child. The treatment of acute pain in children is therefore characterised by a significant
unmet medical need, which has been recognized by both regulatory authorities and health care professionals.
Cessatech’s first product and lead asset, CT001, is an analgesic non-invasive nasal spray for children aged 1-17 years that experience acute pain or
pain related to medical procedures. Today’s analgesic solutions often require an intravenous access which is not always feasible or easy and can
be painful. In contrast, CT001 has a fast onset and is easy to use. Its composition includes a fixed combination of the two well-known analgesics
ketamine and sufentanil (an opioid), which are already approved treatments for injection in adults. The two compounds are also used separately
for analgesia but only intravenously in children. The potential advantages of the fixed combination of sufentanil and ketamine include improved
analgesia with approx. 30 percent lower dose of sufentanil and consequently the avoidance of undesirable side effects such as prolonged
sedation and risk of respiratory depression.
7
3.
Pipeline
CT001
CT002
CT003
3. Pipeline: CT001, CT002 and CT003
Use Indication Pre-clinical Phase I Phase II Pivotal, Ph III
CT001
Fixed combination
Non-invasive nasal spray Acute pain
CT002
Sedative-analgesic
Non-invasive nasal spray Sedation
CT003
Local analgesia
Local gel
Topical
anaesthesia
A pivotal-stage biotech company with a unique focus on children’s medicine
8
3.
Pipeline
CT001
CT002
CT003
3. Pipeline: CT001, CT002 and CT003
Introduction to CT002: Magnetic resonance imaging (MRI) is a medical imaging technique used to form detailed images of the anatomy and the
physiological processes of the body. An MRI examination is a painless procedure, but to be of good quality it requires the child to remain still for
approx. 45-90 minutes, that is to be carried out without undue concern or anxiety. Thus, sedation of the child is often necessary and sometimes also
requires a general anaesthetic (a medically induced coma). A general anaesthetic is very resource demanding, why an effective and safe sedation
procedure should be of preference.
Cessatech’s second asset is a fixed dose non-invasive nasal spray for children to optimize the process and provide a better non-invasive solution for
children. Currently, the sedative drug is administered intravenously, but a new formulation will be investigated for intranasal administration which
would provide several advantages over current clinical practice. Activation of centrally located receptors produces a sedation that mimics normal
sleep and the drug also has a direct analgesic effect. It is Cessatech’s ambition to develop a standardized nasal spray formulation tested and
approved for children, with a similar concept to the anesthetic nasal spray PIP plan (CT001) approved by the EMA.
Cessatech has agreed with the European Medicines Agency on a Paediatric Investigational Plan for CT002 for medical procedural sedation in
children. Cessatech has not yet communicated on its timelines for initiating the development of CT002, but it will be related to the commercial
partnerships.
Introduction to CT003: Still an early-stage development concept - Cessatech intends to develop a ready to use local anaesthetic
gel, that does not sting when administered for laceration repair in the emergency department, e.g. before suturing.
Cessatech has not yet communicated on its timelines for initiating the development of CT003.
Dear shareholders,
I am pleased to share an update on Cessatech's remarkable progress
in 2024 as we continue our mission to deliver pain relief and
sedation solutions for the millions of children experiencing acute
pain, as well as their parents and physicians. We have made
significant strides in our current development efforts and are excited
to build on our expertise in 2025 by incorporating a commercial
focus into our work.
EU and RoW commercial partnership
Cessatech entered a commercial partnership with Proveca, a
company focused on paediatric solutions, to expand across Europe
and the Rest of the World (RoW), with an agreement initiating the
regulatory process followed by the commercial planning. We
initiated this partnering process more than 2 years ago, we have had
intense discussions with 6-7 companies, and It was not until our
meetings with Proveca that we felt confident about finding the best
match for our objectives and aspirations. We have had a good start
of the collaboration and look forward to submitting the regulatory
file during 2025.
US launch still is coming soon...
The US launch has been delayed, due to an unexpected delay in a
formal approval of the new drug manufacturer in the US, and we are
disappointed with this delay. However, it reminds us that the
manufacturing is never straight forward. Fortunately, we are now
though the biggest hurdles and look forward to focusing on the
launch planning. We still expect to have the first commercial packs
on the market during 2025 and are eager to move forward and share
more updates. Thanks for your patience on this.
Final clinical trial for CT001 – Study 0202
The paediatric study 0202 is coming to an end, and we
anticipate having last patient within a few weeks. We are very
excited about this study and hope to present good results from CT001
in children. This is the final required clinical study that will evaluate the
safety and efficacy profile for CT001 in 150 children.
New member to the Board of Directors
In July we welcomed Anders Dyhr Dombernowsky-Toft to the board.
Anders comes with long-standing medical and commercial
background in senior leadership positions in both large pharma and
small biotech. His experience with planning and execution of global
launches makes him an important addition to our Board at this pivotal
moment for Cessatech.
Financial readiness in constant focus
We successfully utilized our warrant exercise TO2 in the beginning of
the year and extended our Loan Facility Agreement of DKK 10 million to
Q2 2026. We have still not drawn on this facility and we anticipate more
revenue in 2025. We will carefully monitor the situation.
Team effort
We are a small dedicated team, working with a long list of partners – I
have been truly proud of our team effort. It has been a very busy year –
and sometimes it is okay to be a bit delayed on some activities, when
you realize that time and resources are limited – in 2025 we will focus
on the regulatory EMA process and the US launch, but also the early
work with CT002 and look out for new business opportunities.
We remain focused and dedicated and are very optimistic about the
future, and at the same time grateful for the collaboration with all our
partners and team-members involved.
9
4.
Comment
from the
CEO
4. Comment from the CEO, Jes Trygved
• Loan Facility
agreement extended
• Commercial
partnership for EU+
• First patient dosed in
final Safety Study
0202
• Superior simulated
pain efficacy in
children for CT001
Q1
2024
Q2
2024
Q3
2024
Q4
2024
The Loan Facility
Agreement with a group
of investors was
increased from DKK 5
million to DKK 10 million
and the maturity
extended until April
2026.
An exclusive agreement
with Proveca Ltd - a
global pharmaceutical
company which
specialises in the
development and
licensing of medicines to
address the unmet
medical needs in
children - for the
commercialization of
CT001 with an emphasis
on Europe and major
markets elsewhere. See
next page for details.
• Successful TO2
warrant exercise
In total 3,636,339 TO2
Warrants were
exercised in January
2024for subscription of
3,636,339 shares,
meaning that
approximately 94.7
percent of all
outstanding TO2
Warrants were
exercised for
subscription of shares.
Cessatech received
approximately DKK 17.1
million in gross proceeds
Cessatech A/S
announces that the
Safety Study 0202 has
now been initiated with
dosing of the first
patient. The trial will
assess safety, tolerability,
analgesic effect, and
feasibility of CT001 in 150
paediatric patients with
moderate to severe pain,
in the emergency
setting.
The simulated pain
reduction in NRS in
children using CT001 was
-87%, compared to -52%,
-32% and +10% for
sufentanil, ketamine and
placebo respectively –
data was presented at a
meeting in Rome, Italy
Cessatech announced
that recruitment has
reached the halfway
point for patient
recruitment with 75
included patients in
the Paediatric Study
0202 - This is the final
required clinical study
that will evaluate the
safety and efficacy
profile for CT001 in 150
children.
• Half-way milestone
for Study 0202
10
5.
Highlights
from
2024
5. Highlights from 2024
Key terms
The agreement includes a smaller upfront payment upon
signature and double-digit royalties to Cessatech based on net
sales in the licensed territory. First sales are anticipated during the
year of 2026.
Regulatory process
Once the Paediatric Safety Study 0202 has been completed
together with the manufacturing process validation, among many
other items, the regulatory file for EMA can be compiled and
submitted. Proveca will take the lead on this process, given their
prior experience, and we expect to be able to submit the EMA
application during 2025. It is unlikely that we will share detailed
submission timelines.
Market access and commercial efforts
Once the regulatory process is completed, the reimbursement
and market access evaluations will take place, and this will also be
heading up by Proveca. As with all products, this will vary from
country to country, and unfortunately some countries take more
time than the average. Some countries also have a short process
so initial sales is expected to take place during 2026.
Timelines
• Agreement signed August 2024
• Finalization of Study 0202 – early 2025
• Regulatory submission 2025
• First commercial sales 2026
About Proveca
Proveca is a global pharmaceutical company who specialise in the
development and licensing of medicines to address the unmet medical
needs for children. Working with clinicians, parents, carers and
children, Proveca are leading the way to provide licenced medicines
that are tailored to children’s specific requirements.
Proveca therapy area
Proveca design, develop and license medicines for children, with a core
focus in neurology, cardiology and immunology. Proveca identify
products which require a new paediatric license (new indication)
and/or an improved format for administration.
Commercial outlook
In Europe alone, it is estimated that more than 20 million children are
exposed each year to acute and procedural pain without access to
adequate approved medicine. Projected potential peak sales in the
high double digit million euros.
5.
Highlights
from
2024
Proveca
11
Q1
2025
Q2
2025
Q3
2025
Q4
2025
• Positive opinion of
MDR for CT001
CT001 receives positive opinion after only 2 rounds during the
Medical Device Regulation (MDR) approval process. The MDR
opinion ensures medical devices with a drug component are safe
and effective. The EMA reviews the drug part, while a Notified
Body evaluates the device. Together, they ensure the product
meets EU efficacy and safety standards
12
6.
Highlights
after the
period
6. Highlights after the period
• Top-line results – study 0201
• US launch of CT001
• EMA Filling
Swarm Oncology, CEO
Martin Olin Rachel Curtis
Gravesen
Anders Dyhr
Dombernowsky-
Toft, MD
Flemming
Steen Jensen
Charlotte
Videbæk, MD
Consultant & Board
member
Executive Chairman
Ascendis Pharma,
EVP Supply & Quality
Entrepreneur & Board
member
Chairman
Contributions across the entire value chain
Member of the Board of Directors since
2020
Education: MD, Doctor of Medical
Science, Specialist in Neurology,
Copenhagen.
About: Charlotte Videbæk has more than
ten years of clinical experience, followed
by more than 20 years of experience
within international pharma- and
biotech and project management.
Other ongoing assignments: Consultant
and Co-founder and Board member of
Tissue-Link Aps
Member of the Board of Directors since
2020, and Chairman since 2022.
Education: M.Sc, Business & Auditing,
Copenhagen Business School.
About: Martin Olin has more than 20 years
of life science experience, CEO and CFO
leadership experience in international
organisations.
Other ongoing assignments: Chief
Executive Officer at Swarm Oncology Ltd
Member BoD of Dan Group Alarm A/S,
Acousort AB
Member of the Board of Directors since
2020
Education: M.Sc. in Pharmacy,
University of Copenhagen, Denmark.
About: Flemming Jensen has more than
30 years of experience in the
pharmaceutical Industry, where he held
positions within development, supply
chain, QA, engineering.
Other ongoing assignments: None
Member of the Board of Directors since
2022
Education: City University of London,
journalist and MA at University of
Cambridge
About: Rachel has over 25 years’
experience in leadership, business and
communication, with multiple roles in
investor relations and communications.
Rachel also previously held roles at
Genmab and Novo Nordisk.
Other ongoing assignments: Own
consultancy company
Member of the Board of Directors since
2024
Education: MD, PhD, Doctor of Medical
Science, Copenhagen, MBA IMD
Switzerland.
About: Anders has 20+ years of
experience in senior leadership roles in
both large pharma, small biotech and
medtech industry. Extensive experience
in pre-commercialization drug
development at global scales.
Other ongoing assignments: Executive
Chairman Aptol Pharma and Member
BoD IMP Scandinavia
13
7.
Board
of
Directors
7. Board of Directors
Chief Executive Officer, CEO
Education: MSc. International Marketing, Copenhagen
Business School, Denmark
Jes Trygved has 20 years of experience within the
biotech- and pharmaceutical industry, incl. 15 years
with H. Lundbeck A/S in various commercial and late-
stage development roles where he managed several
teams and cross-functional projects.
In addition, Jes Trygved is also an MBA Advisor at
Copenhagen Business School (CBS)
Jes Trygved
Malene
Cording
CLINICAL
Executive
Management
Leadership Team
Vast experience from leading pharma and biotech companies
14
8.
Executive
Team
8. Executive Team
Louise
Bak
REGULATORY
Mai
Brigsted
QA
Martin
Juhl
CHIEF
SCIENTIFIC
OFFICER
The Share
The shares in Cessatech were listed at Spotlight Stock Market on 16.
December 2020. The ticker is CESSA and the ISIN code is
DK0061411964. The total number of shares as of 31 December 2024
amounted to 17.425.094
There was an increase to the number of shares during the first
quarter of 2024, related to the rights issue and associated warrant
TO2 adding additional approximately DKK 17.1 million before issuing
costs.
Every share equals the same rights to the Company’s assets and
results.
10%
90%
Insiders
Board,
Management
and Founders
15
9.
Miscel-
laneous
9. Miscellaneous
FINANCIAL CALENDAR
Q4 and Annual Year Report 2024: 28 FEB 2025
Annual General Meeting 2024: 28 MAR 2025
Q1 Report: 15 May 2025
Q2 Report: 21 August 2025
Q3 Report: 13 November 2025
Q4 and year-end report: 27 February 2026
Annual General Meeting 2025: March 2026
The share and corporate governance
The shares in Cessatech were listed at Spotlight Stock Market on 16. December 2020. The
ticker is CESSA and the ISIN code is DK0061411964.
The total number of shares as of 31 December 2024 amounted to 17,425,094
Every share equals the same rights to the Company’s assets and results.
The Board of Directors have proposed that no dividend is paid out for the fiscal year, 1
January 2024 - 31 December 2024.
The company has started to adopt and provide a status on the recommendations on
corporate governance for listed growth companies, as outlined by the Danish Association
of listed growth companies (see link for current status - Link).
Annual General Meeting and and availability of the Annual Report
The Annual General Meeting 2023 was held on Thursday 27 March 2024 at 9.00 AM. The
annual report and the minutes from the annual general meeting is available on
Cessatech’s website.
The Annual General Meeting for 2024 will take place on 28 March 2025.
16
9. Miscellaneous
1. Company information & management review
2. Cessatech
3. Pipeline: CT001, CT002 and CT003
4. Comment from the CEO
5. Highlights from 2024
6. Highlights after the period 2025
7. Board of Directors
8. Executive Team
9. Miscellaneous
10. Financial highlights and ratios
11. Financial review
12. Management statement on the annual report
13. Independent auditors' report
14. Income statement & statement of comprehensive income
15. Balance sheet
16. Statement of changes in equity
17. Cash flow statement
18. Notes
17
10. Financial highlights and ratios – Annual reporting
For definitions of ratios, see under material accounting policy information.
Table of content
2024
2023
2022
2021
2020
Key figures
01/Jan/24
01/Jan/23
01/Jan/22
01/Jan/21
06/Apr/20
Amounts in DKK
´000´
31/Dec/24
31/Dec/23
31/Dec/22
31/Dec/21
31/Dec/20
Income statement
Operating Loss
-
19.053
-
22.510
-
17.589
-
13.833
-
901
Net financial items
1.335
-
8.230
-
210
-
60
-
8
Loss for the period
-
14.670
-
26.527
-
14.656
-
11.569
-
849
Cash at Bank
12.373
3.373
23.343
3.275
13.506
Total assets
15.900
8.504
28.187
30.653
13.808
Equity
8.274
-
1.919
23.855
26.242
13.611
Cash flows
Cash flows from:
-
Operating activities -
7.207
-
19.970
-
14.845
-
10.104
-
732
-
Investing activities
0
0
0
-
127
-
76
-
Financial activities
16.207
0
34.913
0
14.314
The Period
´s cash flow
9.000
-
19.970
20.068
-
10.231
13.506
Dividend
0
0
0
0
0
Ratios
Solvency ratio
52%
-
23%
85%
86%
99%
Earnings per share (DKK)
-
0,85
-
1,92
-
2,06
-
3,09
-
0,55
18
10.
Financial
highlights
and ratios
Quarterly
Reporting
10. Financial highlights and ratios – Quarterly reporting
Below is the financial reporting on the Q4-2024 related to the annual announcement required by Spotlight Stock
Market, which is not included as part of the financial statements in the Annual Report
INCOME STATEMENT
Q4 2024
Q4 2023
01/Oct/24
01/Oct/23
Amounts in DKK
´000´
31/Dec/24
31/Dec/23
Revenue
-
870
0
Other external expenses
-
5.237
-
3.008
Staff expenses
-
2.560
-
1.844
Operating loss before net financials
-
8.667
-
4.852
Financial expenses, net
71
-
6.277
Loss before tax
-
8.596
-
11.129
Tax on loss for the period
1.380
-
880
Net loss for the period
-
7.216
-
12.009
Other comprehensive income for the period
0
0
Total comprehensive income
-
7.216
-
12.009
Basis and diluted earnings per share
-
0,41
-
0,87
CASH FLOW STATEMENT
Q4 2024
Q4 2023
01/Oct/24
01/Oct/23
Amounts in DKK
´000´
31/Dec/24
31/Dec/23
Loss before tax
-
8.596
-
11.129
Financial expenses, reversed net
-
71
6.277
Other non
-cash items
572
107
Tax credit paid out
4.213
3.143
Change in working capital
10.240
-
196
Cash flow from operating activities before net
financials
6.358
-
1.798
Financial expenses paid/received
71
-
20
Cash flow from operating activities
6.429
-
1.819
Purchase of intangible assets
0
0
Cash flow from investing activities
0
0
Cash capital increase, TO1/2 + Rights Issue
0
Transaction cost, cash capital increase
0
Cash flow from financing activities
0
0
Total cash flow for the period
6.429
-
1.819
Cash, beginning of the period
5.944
5.192
Cash, end of the period
12.373
3.373
Operating income and operating results
The operating income and result for 2024 were as expected. Net revenue amounted to
DKK 2.486 and comprise of recognised revenue related to a part of the up-front payment
received from Proveca in 2024. The operating result was KDKK -19,053 in 2024 compared
to KDKK -22,510 for 2023
The operating result was as expected as the Company is currently conducting
development activities.
Balance sheet and solidity
The total equity at 31 December 2024 was KDKK 8,274.
The solvency ratio as per 31 December 2024 was 52%.
Cash flow
The total cash flow for the year 2024 was KDKK 9,000 compared to KDKK –19.970 for 2023
and in line with expectations.
Capital resources
As a development stage start-up life-science company, and like other similar
development stage companies, the Company expects negative cash flow in 2024 from
operating activities. During the year 2025 the Company expects income of its US
operations. Please refer to note 2 to the Financial Statements.
Subsequent events
Subsequent to the balance sheet date no adjusting or non-adjusting events have
occurred.
19
11. Financial review
1. Company information & management review
2. Cessatech
3. Pipeline: CT001, CT002 and CT003
4. Comment from the CEO
5. Highlights from 2023
6. Highlights after the period 2024
7. Board of Directors
8. Executive Team
9. Miscellaneous
10. Financial highlights and ratios
11. Financial review
12. Management statement on the annual report
13. Independent auditors' report
14. Income statement & statement of comprehensive income
15. Balance sheet
16. Statement of changes in equity
17. Cash flow statement
18. Notes
Table of content
Executive Management
Board of Directors
20
12.
Manage-
ment
statement
on the
annual
report
12. Management statement on the annual report
21
13.
Indepen-
dent
auditors
report
22
13.
Indepen-
dent
auditors
report
CVR No 3 3 77 12 3 1
1. Company information & management review
2. Cessatech
3. Pipeline: CT001, CT002 and CT003
4. Comment from the CEO
5. Highlights from 2023
6. Highlights after the period 2024
7. Board of Directors
8. Executive Team
9. Miscellaneous
10. Financial highlights and ratios
11. Financial review
12. Management statement on the annual report
13. Independent auditors' report
14. Income statement & statement of comprehensive income
15. Balance sheet
16. Statement of changes in equity
17. Cash flow statement
18. Notes
23
Table of content
14. Income statement and statement of comprehensive income
INCOME STATEMENT
2024
2023
01/Jan/24
01/Jan/23
Amounts in DKK
´000´
31/Dec/24
31/Dec/23
Revenue
Other external expenses
-
-
3
Staff expenses
-
-
Operating loss before net financials
-
-
Financial expenses, net
-
Loss before tax
-
-
4
Tax on loss for the period
Net loss for the period
-
-
Other comprehensive income for the period
0
0
Total comprehensive income
5
Basis and diluted earnings per share
-
-
24
15.
Balance
sheet
15. Balance sheet
2024
2023
01/Jan/24
01/Jan/23
Amounts in DKK
´000´
31/Dec/24
31/Dec/23
Assets
Fixed Assets
-
Patents
Intangible Assets
Total non
-current assets
Current assets
4
-
Receivables corporate tax
-
Other receivables
-
Prepayments
-
Cash at bank
Total current assets
Total assets
2024
2023
01/Jan/24
01/Jan/23
31/Dec/24
31/Dec/23
Equity and liabilities
Equity
Share capital
Retained earnings
-
5
Total equity
-
Liabilities
-
Trade payables
-
Deferred revenue
4.972
0
-
Liabilities measured at fair value
-
Other payables
Current liabilities
Total liabilities
Total equity and liabilities
25
16.
Statement
of
changes
in equity
16. Statement of changes in equity
CHANGE IN EQUITY 2023
Share-
Share
Retained
Shareholders
Amounts in DKK
´000´
Capital
Premium
earnings
equity
At 1 January 2023
Incentive Warrant Scheme
Total comprehensive income for the period
0
-
At 31 December 2023
0
-
CHANGE IN EQUITY 2024
Share-
Share
Retained
Shareholders
Amounts in DKK
´000´
Capital
Premium
earnings
equity
At 1 January 2024
0
-
Share capital increase T02
Transfer
-
Incentive Warrant Scheme
Expenses in connection with capital increase
-
-
Total comprehensive income for the period
-
-
At 31 December 2024
Table of content
1. Company information & management review
2. Cessatech
3. Pipeline: CT001, CT002 and CT003
4. Comment from the CEO
5. Highlights from 2024
6. Highlights after the period 2025
7. Board of Directors
8. Executive Team
9. Miscellaneous
10. Financial highlights and ratios
11. Financial review
12. Management statement on the annual report
13. Independent auditors' report
14. Income statement & statement of comprehensive income
15. Balance sheet
16. Statement of changes in equity
17. Cash flow statement
18. Notes
26
17. Cash flow statement
CASH FLOW STATEMENT
2024
2023
01/Jan/24
01/Jan/23
Amounts in DKK
´000´
31/Dec/24
31/Dec/23
Loss before tax
-
-
Financial expenses, reversed net
-
Other non
-cash items
Tax credit paid out
7
Change in working capital
-
Cash flow from operating activities before net
financials
-
-
Financial expenses paid/received
-
-
Cash flow from operating activities
-
-
Purchase of intangible assets
Cash flow from investing activities
Cash capital increase, TO1/2 + Rights Issue
Transaction cost, cash capital increase
-
Cash flow from financing activities
Total cash flow for the period
-
Cash, beginning of the period
Cash, end of the period
18 - Notes
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Related parties
11. Operating lease commitments and other commitments
12. Events occurring after the balance sheet date
27
Cessatech A/S is a limited liability company
domiciled in Denmark. The Financial
Statements have been prepared in
accordance with IFRS Accounting Standards as
adopted by the EU and further requirements
in the Danish Financial Statements Act for
annual reports of class B companies with
elements from class C. Danish kroner (DKK) is
the Company's presentation currency and
functional currency. The financial statements
are presented in Danish kroner (DKK ´000´)
Recognition and measurement
Revenues are recognised in the income
statement as earned. Furthermore, value
adjustments of financial assets and liabilities
measured at fair value or amortised cost are
recognised. Moreover, all expenses incurred
to achieve the earnings for the year are
recognised in the income statement, including
depreciation, amortisation, impairment losses
and provisions as well as reversals due to
changed accounting estimates of amounts
that have previously been recognised in the
income statement.
Assets are recognised in the balance sheet
when it is probable that future economic
benefits attributable to the asset will flow to
the Company, and the value of the asset can
be measured reliably.
Liabilities are recognised in the balance
sheet when it is probable that future
economic benefits will flow out of the
Company, and the value of the liability can be
measured reliably.
Assets and liabilities are initially measured
at cost. Subsequently, assets and liabilities
are measured as described for each item
below.
Translation policies
Translations in foreign currencies are translated
at the exchange rates at the dates of
transaction. Exchange differences arising due to
differences between the transaction date rates
and the rates at the dates of payment are
recognised in the financial income and
expenses in the income statement. Where
foreign exchange transactions are considered
hedging of future cash flows, the value
adjustments are recognised directly in equity.
Receivables, payables and other monetary
items in foreign currencies that have not been
settled at the balance sheet date are translated
at the exchange rate at the balance sheet date.
Any differences between the exchange rates at
the balance sheet date and the rates at the
time when the receivable or the debt arose are
recognised in the financial income and
expenses in the income statement.
Fixed assets acquired in foreign currencies are
measured at the transaction date rates.
New Standards not yet effective
There are no IFRS or IFRIC interpretations
that are not yet effective that are expected to
have a material impact on the company.
Foreign currency translation
On initial recognition, transactions in currencies
other than the functional currency of the
Company are recognized at the exchange rate
applicable at the transaction date. Receivables,
payables and other monetary items
denominated in foreign currency not settled at
the balance sheet date are translated using the
exchange rate applicable at the balance sheet
date. Exchange rate differences between the
exchange rate applicable at the transaction
date and the exchange rate at the date of
payment and the balance sheet date,
respectively, are recognized in the income
statement as net financials.
Tax
Tax for the year, consisting of current tax and
change in deferred tax, is recognized in the
income statement with the portion attributable
to tax on the profit or loss for the year, and
directly in equity or in other comprehensive
income with the portion attributable to
amounts recognized directly in equity or in
other comprehensive income, respectively.
Current tax payables and receivables are
recognized in the balance sheet as tax
computed on the basis of the taxable income
for the year results in taxes to be paid or
refunded.
Current tax for the year is computed based on
the tax rules and tax rates applicable at the
balance sheet date.
Deferred tax is recognized using the balance
sheet liability method on the basis of alle
temporary differences between the carrying
amounts and tax bases of assets and liabilities,
except for deferred tax on temporary
differences due to either initial recognition of
goodwill or initial recognition of transaction
that is not a business combination, and where
the temporary difference ascertained at the
time of initial recognition does not affect either
the tax results or the taxable income. The
deferred tax is calculated based on the planned
use of the individual asset or settlement of the
individual liability.
28
18
Notes
1
Material
accounting
policy
information
18.1. Material accounting policy information
Deferred tax is measured by applying the
tax rules and tax rates expected to be
applicable when the deferred tax is expected
to crystallise as current tax. Any change
in deferred tax as a result of changes in
tax rules or rates is recognized in the
income statement, unless the deferred tax
is attributable to transactions that
have previously been recognized directly in
equity or in other comprehensive income. In
the latter case, the change is recognized
directly in equity or in other comprehensive
income, respectively.
Deferred tax assets, including the tax value
of tax losses allowed for carryforward,
are recognized in the balance sheet at
the expected realisable value, either
through offsetting against deferred tax
liabilities or as a net tax asset for offsetting
against future positive taxable income. An
assessment is made on each balance sheet
date of whether it is probable that sufficient
taxable income will be generated in future to
enable utilisation of the deferred tax asset.
STATEMENT OF COMPREHENSIVE INCOME
Revenue
The Company generates revenue from out-
licensing of intellectual property rights (‘IP’)
through joint development and license
agreements. Out-licensing of IP is either
standalone (through license agreements), or in
combination with research and development
services through joint development
agreements or other obligations under such
contracts.
For all contracts with customers, the Company:
• identifies the performance obligations in
the contract
• determines the transaction price
• allocates the transaction price to the
performance obligations in the contract
• recognizes revenue when or as the
Company satisfies a performance
obligation.
Agreements with commercial partners
generally include non-refundable upfront
license, as well as royalties on product sales or
net profit from licensed products, if and when
such product sales occur.
29
18
Notes
1
Material
accounting
policy
information
Agreements that include multiple elements,
total contract consideration is attributed to
separately identifiable components on a reliable
basis that reasonably reflects the selling prices
that might be expected to be achieved in stand-
alone transactions provided that each
component has value to the customer on a
stand-alone basis. The allocated consideration is
recognized as revenue in accordance with the
principles described above.
For license agreements that includes certain
performance obligations in addition to the
license, the Company determines if the license is
‘distinct’ by assessing whether the customer can
benefit from the license on its own or together
with other resources that are readily available,
and whether the license is separately
identifiable from other goods or services in the
contract.
If the license is not distinct, then the Company
recognizes revenue for the single performance
obligation when or as the combined goods or
services are transferred to the customer.
If the license is distinct, or for license
agreements that do not include other
obligations than the license, the Company
determines the nature of the license. If the
nature of the obligation is to provide the
customer with a right to access the Company’s
IP throughout the license period, then the
Company recognizes revenue over time,
because the customer simultaneously consumes
and receives benefit from the Company’s
performance of providing access to its IP as that
performance occurs. A obligation to provide the
customer with a right to use the Company’s IP is
satisfied at a point in time.
License agreements and research and
collaboration agreements may include rights to
variable consideration that is contingent on
meeting specific develop or commercial
milestones or other performance criteria.
Incentive Warrant Scheme
The fair value of warrants granted under the
Cessatech’s Incentive Warrant Scheme is
recognised as an employee benefits
expense, with a corresponding increase in
equity. The total amount to be expensed is
determined by reference to the fair value of
the warrants granted: - including any market
performance conditions (e.g. the entity’s
share price) - excluding the impact of any
service and non-market performance vesting
conditions (eg profitability, sales growth
targets and remaining an employee of the
entity over a specified time period), and -
including the impact of any non-vesting
conditions (eg the requirement for
employees to save or hold shares for a
specific period of time). The total expense is
recognised over the vesting period, which is
the period over which all of the specified
vesting conditions are to be satisfied. At the
end of each period, the entity revises its
estimates of the number of options that are
expected to vest based on the non-market
vesting and service conditions. It recognises
the impact of the revision to original
estimates, if any, in profit or loss, with a
corresponding adjustment to equity
Net financials
Net financials comprise interest income
and expenses, realised and unrealised gains
and losses on transactions in foreign
currency and realised and unrealized gains
and losses on other financial assets.
Amortisation of capital losses and
borrowing costs relating to financial
liabilities is recognized on an ongoing basis
as part of the interest expenses.
Earnings per share
Basic net result per share is calculated as
the net result for the year divided by the
weighted average number of outstanding
ordinary shares, excluding treasury shares.
Diluted net result per share is calculated as
the net result for the year divided by the
weighted average number of outstanding
ordinary shares, excluding treasury shares
adjusted for the dilutive effect of share
equivalents. As the income statement
shows a net loss, no adjustments have
been made for the dilutive effect.
30
18
Notes
1
Material
accounting
policy
information
Other external expenses
Other external expenses comprise
expenses relating to administrative expenses.
Staff expenses
Staff expenses comprise wages and salaries as
well as social security expenses, pensions for
Company staff, other staff-related
expenses and share-based payment
compensation.
Employee benefits
Share-based warrants compensation
benefits are provided to the Board
of Directors, Management and other key
employees via Cessatech’s Incentive Warrant
Scheme which was adopted in December
2020. A new Incentive Warrant Scheme was
adopted in January 2023 and in July 2024.
See also note 3 for more details.
Cash
Cash includes deposits in bank accounts.
Equity
Direct and incremental costs associated with
capital increases are accounted for as a
reduction in the proceeds from the capital
increase and recognized in shareholders´
equity.
Liabilities
Other financial liabilities comprise trade
payables, other payables to public authorities
and other liabilities. On initial recognition, other
financial liabilities are measured at fair value
less any transaction costs. Subsequently, the
liabilities are measured at amortised cost
according to the effective interest method, so
that the difference between the proceeds and
the nominal value is recognized in the income
statement as a financial expense over the
period of the loan.
Liabilities measured at fair value comprise TO 2
warrants. Upon initial recognition the fair value
of the TO 2 warrants are recognised based on
the fair value according to Spotlight Stock
Market immediately after the listing, due to the
fact that these were free of charge.
Subsequently, the fair value is determined each
balance sheet date using the same principle.
Any subsequent change in fair value is
recognised as a financial item in the income
statement. The TO 2 warrants are reclassified
from a derivative liability to equity at the time
of pricing, because the T0 2 warrants meet the
definition of equity as of this point in time.
CASH FLOW STATEMENT
The cash flow statement shows cash flows from
operating, investing and financing activities as
well as cash at the beginning and end of the year.
Cash flows from operating activities are
presented in accordance with the indirect
method and are determined as the operating
profit or loss adjusted for non-cash operating
items, changes in working capital and paid
financial income, financial expenses and income
tax.
Cash flows from investing activities comprise
payments in connection with the acquisition and
sale of companies and financial assets as well as
the purchase, development, improvement and
sale of property, plant and equipment and
intangible assets.
Cash flows from financial activities comprise
changes in the Company's share capital and
associated costs as well as the raising and
repayment of loans, the repayment of interest-
bearing debt, the purchase and sale of treasury
shares and the payment of dividends.
Cash flows in currencies other than
the functional currency are recognized in
the cash flow statement using
average exchange rates, unless they
deviate significantly from the actual
exchange rates at the transaction dates.
Cash and cash equivalents comprise cash less
overdraft facilities that are an integrated
part of the cash management.
FINANCIAL HIGHLIGHTS
Explanation of financial ratios:
Solvency ratio:
Equity at year end x 100 /
Total assets at year end
Earnings per share:
Net loss for the year /
Average numbers of outstanding shares
BALANCE SHEET
Acquired patents
Acquired patents are measured in the balance
sheet at the lower of cost less accumulated
amortization and recoverable amount.
Cost comprises the acquisition price, costs
directly related to the acquisition and costs for
preparation of the asset until such time as the
asset is ready for use. The amortization is
performed on a straight-line basis with no
residual value over the period of validity starts
when patent is taken into commercial use.
Amortization methods, useful lives and residual
values are reviewed every year
Receivables
Receivables comprise trade receivables and other
receivables. Receivables are included in the
category loans and receivables, which are
financial assets with fixed or determinable
payments that are not listed in an active market
and are not derivative financial instruments.
On initial recognition, receivables are measured
at the amount of consideration that is
unconditional unless they contain significant
financing components, when they are recognized
at fair value and subsequently at amortised cost,
which usually corresponds to the nominal value,
less write-downs for bad debts.
The Company applies IFRS 9 simplified
approach to measuring expected credit losses
which uses a lifetime expected loss allowance for
all receivables.
31
18
Notes
1
Material
accounting
policy
information
Revenue recognition
In determining the revenue from
considerations received under out-licensing of
intellectual property rights (‘IP’) Management
needs to perform judgements regarding
performance obligations, transaction price, as
well as allocation of transaction price to
performance obligations as well as when and
how performance obligations are fulfilled.
The license agreement with Proveca, included
an up-front payment received in 2024. The
up-front payment is considered part of the
Company obligations up to submission of
application and market launch and the
consideration received is thus recognised over
time on a straight line basis. Revenue
recognised in 2024 amounts to KDKK 2.486.
The part not recognised as revenue is
recognised as deferred income in the balance
sheet. When Proveca obtains revenue from
the license, the Company will receive royalty
based on such revenue.
For the joint development and license
agreement with Ventis Pharma the joint
development agreement set the cost to be
borne by both parties and some of those cost
will be shared 50% - 50% and other borne
individually by both parties. After market
launch the Company will receive royalty based
on Ventis Pharma’s net profit from the
licensed product. No revenue recognized
under this contract in 2024.
SIGNIFICANT ACCOUNTING ESTIMATES AND
ASSESSMENTS
In connection with the preparation of the
financial statements, the management
performs accounting estimates and
assessments that affect the recognized value
of assets, liabilities, income, expenses and
cash flows as well as their presentation.
Accounting estimates reflect the
management´s best estimates in terms of
amounts where the measurement is subject
to uncertainty, typically because the estimate
is based on assumptions concerning future
events. The accounting estimates are based
on historical experience and other
assumptions deemed relevant, but the actual
results may, naturally, deviate from the
estimates made. The estimates are regularly
reassessed, and the effect of changes is
recognized in the consolidated financial
statements.
Accounting judgements reflect decisions
made by the management as to how the
accounting policies are applied in specific
situations where the accounting treatment
depends on qualitative assessments.
Examples could be when the risk passes or
how a certain transaction or item is best
presented to provide reliable and relevant
information.
32
18
Notes
1
Material
accounting
policy
information
Development projects (judgement)
Cost incurred in relation to
individual development projects are
capitalised only where the future economic
benefit of the project is probable and the
following main conditions are met: (i) the
development costs can be measured reliably,
(ii) the technical feasibility of the product has
been ascertained and (iii) Management has
the intention and ability to complete
the intangible asset and use or sell it.
Currently no other significant
accounting estimates and judgements have
been applied in the preparation of the
financial statements for 2024.
Capital resources and liquidity
As a development stage start-up life-science
company, and like other development stage
companies, the Company has had a negative
cash flow in 2024. The Company is dependent
on being recapitalized or selling rights to its
products against cash until reaching the point
where a positive cash flow can be realised.
Furthermore, the activities of the company in
the future will depend on proceeds obtained
from capital increases and to some extend
from potential revenue streams from
commercial partners.
Furthermore, the Company has a Loan Facility
Agreement with a group of investors
amounting to DKK 10 million with maturity
April 2026. The Loan Facility is subject to
certain conditions; the Company must not
have filed for bankruptcy, or is reconstructing
its business or terminated any of its clinical
trials pertaining to CT001. The Company has
not yet used this facility.
The Board of Directors and Executive
Management are constantly monitoring the
Company's financial position to be prepared
to take adequate measures to secure the
company.
The Company is in a strong position, with a
close to final development program and first
commercial US revenue from sale of products
expected in 2025 – however, the Board of
Directors and Executive Management also
acknowledge that currently the Company has
no products on market and still not sure about
timing of income. Therefore, there will still be
material uncertainties that may raise significant
doubt about the Company’s ability to ensure
the adequately liquidity to continue operations
up to and beyond 31 December 2025, but
overall, the Company has never been in a
better position than now.
If the Company has higher net negative cash-
flow than expected the Board of Directors and
Executive Management will examine other
sources of liquidity and/or reduce the
operating expenses to ensure going concern of
the Company.
33
18
Notes
2
Capital
resources
and
liquidity
The Board of Directors and Executive
Management have based on the prerequisite
that the above-mentioned uncertainties will
have a positive outcome concluded that the
Company is a going concern for 2025.
18. 2 Capital resources and liquidity
Notes
34
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Related parties
11. Operating lease commitments and other commitments
12. Events occurring after the balance sheet date
18. 3 Staff expenses
Amounts in DKK
´000´
2024
2023
Wages and salaries
4.470
4.699
Pensions
333
430
Incentive Warrant Scheme
1.402
754
Other Social security costs etc.
23
35
Total
6.227
5.918
Key management comprising Executive
Management
Wages and salaries
1.350
1.144
Incentive Warrant Scheme
599
433
Other Social security costs etc.
7
8
Total
1.956
1.585
Board of Directors
Wages and salaries
300
350
Incentive Warrant Scheme
214
159
Total
514
509
The average number of employees
4
4
Incentive Warrant Schemes
In December 2020, the Board of Directors and the CEO received
warrants as part of Cessatech’s Incentive Warrant Scheme. Subsequently
two other Incentive Warrant Scheme have established, one in January
2023, the other in July 2024 - both including key employees.
Incentive Warrant Scheme I - 2020
The total fair value of warrants granted in 2020 had a value of TDKK
2,522. The assessed fair value at expected grant date of options granted
is DKK 7.53. The fair value at grant date is independently determined
using the Black-Scholes model which includes exercise price, the term of
the warrant, the impact of dilution (where material), the share price at
grant date and expected price volatility of the underlying share, the
expected dividend yield, the risk-free interest rate for the term of the
warrant, and the correlations and volatilities of the peer group
companies.
The model inputs for the granted warrants was effective as of 14
December 2020 and included:
Vested warrants are expected to be exercisable for a period of one years
after vesting
Exercise price: DKK 10.00
Grant date: 14 December 2020
Expiry date: 31 December 2026
Expected price volatility of the company’s shares: 100%
Expected dividend yield: 0%
Risk-free interest rate: -0.46%
Incentive Warrant Scheme II - 2023
The total fair value of the new warrants granted in 2023 had a value of
TDKK 986. The assessed fair value at expected grant date of options
granted is DKK 0.87. The fair value at grant date is independently
determined using the Black-Scholes model which includes exercise
price, the term of the warrant, the impact of dilution (where material),
the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield, the risk-free interest
rate for the term of the warrant, and the correlations and volatility of
the Company.
The model inputs for the granted warrants was effective as of 17
January 2023 and included:
Vested warrants are expected to be exercisable for a period of two
years after vesting
Exercise price: DKK 1.70
Grant date: 17 January 2023
Expiry date: 31 December 2027
Expected price volatility of the company’s shares: 77%
Expected dividend yield: 0%
Risk-free interest rate: 2.30%
35
18
Notes
3
Staff
expenses
Incentive Warrant Scheme 2024 - III
The total fair value of warrants granted in 2024 had a value of TDKK
2,885. The assessed fair value at expected grant date of options granted
is DKK 4.47. The fair value at grant date is independently determined
using the Black-Scholes model which includes exercise price, the term
of the warrant, the impact of dilution (where material), the share price
at grant date and expected price volatility of the underlying share, the
expected dividend yield, the risk-free interest rate for the term of the
warrant, and the correlations and volatility of the Company.
The model inputs for the granted warrants was effective as of 26 July
2024 and included:
Vested warrants are expected to be exercisable for a period of one
years after vesting
Exercise price: DKK 7.00
Grant date: 26 July 2024
Expiry date: 31 December 2031
Expected price volatility of the company’s shares: 86,2%
Expected dividend yield: 0%
Risk-free interest rate: 2.30%
The expected price volatility is based on the historic volatility (based
on the remaining life of the options), adjusted for any expected
changes to future volatility due to publicly available information.
The number of outstanding warrants at 31 December 2024
amounted to 1,884,900 warrants (31 December 2023: 1,320,733
warrants). Weighted average remaining contractual life of the
warrants outstanding at 31 December 2024 are 4.3 year (31
December 2023: 3.8 years).
36
18
Notes
3
Staff
expenses
The Company has a loss for the year and tax on the loss for the year is KDKK 3.048
The unrecognised deferred tax assets from tax losses carried forward of KDKK 3.701 can be
carried forward indefinitely. Deferred tax has been provided at 22% corresponding to the current
tax rate. Under the Danish tax credit scheme the 22% tax value of negative taxable income
related to costs from development activities up to DKK 25 million can be received in cash. Tax
value of cost related to development activities amounts to KDKK 3.048 and is anticipated to be
paid out from the Danish Tax Authorities in Q4, 2025 to the Company.
The tax credit is not considered as a subsidy as the paid-out tax credit reduces the
Company's tax loss carry forward.
Notes
37
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Related parties
11. Operating lease commitments and other commitments
12. Events occurring after the balance sheet date
18. 4 Tax
2024
2023
Amounts in DKK
´000´
Tax on profit/loss for the year:
Current tax (tax under the tax credit scheme)
3.048
4.213
Total
3.048
4.213
Reconciliation of effective tax:
Tax computed on loss
3.898
6.763
Timing differences
-
1.094
0
Other permanent differences
302
337
Non
-taxable income
304
0
Non
-deductible expenses -
362
-
1.973
Non
-recognized deferred tax asset
0
-
914
Effective tax rate (2024
-17%, 2023 -14%)
3.048
4.213
Deferred tax:
Tax loss carried forward
3.701
3.701
Write down to assessed value
-
3.701
-
3.701
Total
0
0
Incentive Warrant Scheme
The Board of Directors is authorised during the period until 1 January 2027
on one or more occasions to issue up to 1,936,122 warrants, without pre-
emptive rights for the Company’s shareholders, each conferring the right
to subscribe one share of nominal DKK 0.20 against cash contribution and
to effect the corresponding increase(s) of the share capital.
TO2 warrants
In January 2024, a successful outcome of warrants of series TO 2, from a
Rights Issue resulting in additional cash share capital contribution of
KDKK 17.1 million at an exercise discounted price of DKK 4.71, before
issuing costs. The total number of outstanding TO 2 warrants was 3,838,110
at 31 December 2023 of which 94.7% were exercised in January 2024. Upon
initial recognition, due to the fact that these were free of charge, the fair
value of the TO 2 warrants recognised as financial liability is based on the
fair value according to Spotlight Stock Market immediately after the
listing. Subsequent the fair value is determined each balance sheet date
using the same principle. Any subsequent change in fair value is
recognised as financial item in the income statement. The fair value
change in 2024 recognised as financial income amounted to KDKK 1.382
(2023: expense of KDKK 8.022).
Authorizations to increase the share capital
The Board of Directors is authorised to cash increase of the share capital:
In the period until 23 March 2029, the board of directors is authorized to
increase the Company’s share capital in one or more issues of new shares
at a price equal to market price without preemption rights for the
Company’s existing shareholders by up to a nominal amount of DKK
4,635,075.
Capital management
The Company aims to ensure structural and financial flexibility as well
as competitive strength. For that purpose, the Company regularly
assesses what the appropriate capital structure for the Company is.
Share capital
The share capital consists of 17.425.095 of DKK 0.2 each. The shares
are fully paid in. The shares are not divided into classes, and no shares
enjoy special rights.
38
18
Notes
5
Equity
18. 5 Equity
2024
2023
1 January
13.788.755
13.788.755
Shares issued, January 2024
3.636.339
Shares issued, 31 December
17.425.094
13.788.755
All shares have a nominal value of DKK 0,2
Weighted average number of shares used as
denominator, when calculation earnings per share
17.248.469
13.788.755
Notes
18. 6 Distribution of profit/loss for the year
18. 7 Change in working capital
39
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Related parties
11. Operating lease commitments and other commitments
12. Events occurring after the balance sheet date
2024
2023
Amounts in DKK
´000´
Proposed dividends for the year
0
0
Retained earnings
-
14.670
-
26.527
Total
-
14.670
-
26.527
2024
2023
Amounts in DKK
´000´
Other receivables and prepayments
440
782
Change in trade payables
585
-
2.081
Change in deferred revenue
4.972
0
Change in other payables
282
150
Total
6.278
-
1.148
Notes
Risk management policy
The Company's financial risks are managed by the Executive management. The Company has
not prepared policies for the identification and handling of risks. The management of the
Company's risks is included in the Executive management´s day-to-day monitoring of the
Company.
Interest rate risk
The Company is not subject to material interest rate risks.
Currency risk
The Company is not subject to material currency risks.
Credit risk
The Company is not subject to material credit risks
Liquidity risk
The Company's liquidity risk covers the risk that the Company is not able to meet its liabilities
as they fall due.
As a development stage start-up life-science company, and like other similar development
stage companies, the Company had a negative cash flow in 2024, why the company is
dependent on being recapitalized or selling rights to its products against cash until reaching
the point where revenue exceeds costs resulting in a positive cash flow.
The Board of Directors and Executive Management are constantly monitoring the Company's
financial position to be prepared to take adequate measures to secure the company. Several
options are possible such as partnering deals, service agreements, reducing investment in fixed
assets and increasing capital in the Company. The Company has a Loan Facility Agreement
with a group of investors amounting to DKK 10 million with maturity April 2026. The Company
has not yet drawn on this facility
The Board of Directors and Management have confidence in the company as a going concern.
The maturities of financial liabilities are presented in the table below. All amounts are
contractual cash flows, i.e. inclusive of interest.
Financial assets and liabilities measured at fair value
There were no assets at fair value as at 31 December 2024 and 2023. There were no liabilities
measured at fair value as at 31 December 2024. Liabilities measured at fair value as at 31
December 2023 relates to the fair value at outstanding T02 warrants. The fair value has
been determined using the market price (level 1) at Spotlight Stock Market.
40
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Related parties
11. Operating lease commitments and other commitments
12. Events occurring after the balance sheet date
18. 8 Financial risks
Within Over
Amounts in DKK
´000´
1 year
1
-
2 year(s)
2-
5 years
5 years
Total
As at 31 December 2024
Trade payables
1.242
0
0
0
1.242
Other payables
1.412
0
0
0
1.412
Total
2.654
0
0
0
2.654
Notes
41
1. Material accounting policy information
2. Capital resources and liquidity
3. Staff expenses
4. Tax
5. Equity
6. Distribution of profit/loss for the year
7. Change in working capital
8. Financial risks
9. Fees to auditors
10. Related parties
11. Operating lease commitments and other commitments
12. Events occurring after the balance sheet date
18. 9 Fees to auditors appointed at the Annual General Meeting
2024
2023
Amounts in DKK
´000´
Statutory audit fees
116
110
Other assurance services
0
0
Tax and VAT advisory services
18
18
Other services
15
17
Total
149
145
Non
-
audit services of DKK 35k (2022: DKK 67k) are related to review of tax statements and
assistance with filing of tax return as well as reading and commenting on quarterly reporting
and advice related to determination of fair value of warrants and subscription rights.
18. 10 - Transactions with related parties
For remuneration to the Board of Directors, Executive Management
and key management personnel in 2024 please refer to note 3.
The left table provides information of transactions that have been
entered into with related parties including total number of
shares and outstanding incentive warrants granted in respectively
2024, 2023 and 2020
TO2 warrants
In January 2024, a successful outcome of warrants of series TO 2, from a
Rights Issue resulting in additional KDDK 17.1 million at an exercise
discounted price of DKK 4.71, before issuing costs. The total number of
outstanding TO 2 warrants was 3,838,110 at 31 December 2023 of which
94.7% were exercised in January 2024
18. 11 - Lease commitments and other commitments
The company lease commitment of DKK 150k at 31 December 2024
18. 12 - Events occurring after the balance sheet date
None
42
18
Notes
10, 11, 12
Shareholders
Number
of shares
Shares
%
Incentive
Warrants
(2024)
Incentive
Warrants
(2023)
Incentive
Warrants
(2020)
Shareholders >5%
Jes Trygved (CEO)
926.899
5,3%
250.000
550.000
248.000
All other shareholders
16.498.195
94,7%
SUM
17.425.094
Board of Directors
Martin Olin (chairman)
356.686
2,0%
40.000
45.000
12.400
Rachel Curtis Gravesen
204.417
1,2%
20.000
30.000
Charlotte Videbæk (C
- ApS)
174.663
1,0%
20.000
30.000
12.400
Anders Dyhr Dombernowsky
-Toft
50.860
0,3%
20.000
Flemming Jensen
0
0,0%
20.000
30.000
12.400