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VOLUTION IMMUNO PHARMACEUTICALS SA AND AFFILIATE TABLE OF CONTENTS As of and for the Six Months Ended

Key Takeaway: IMMUNO PHARMACEUTICALS SA As of and for the Six Months Ended June Combined and Consolidated Financial Statements Combined and Consolidated Balance Sheets at June 30, 2015 (Unaudited) and December 31, 2014 2 Unaudited Combined and Consolidated Statements of Comprehensive Loss f

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IMMUNO PHARMACEUTICALS SA
As of and for the Six Months Ended June
Combined and Consolidated Financial Statements
Combined and Consolidated Balance Sheets at June 30, 2015 (Unaudited) and December 31, 2014 2
Unaudited Combined and Consolidated Statements of Comprehensive Loss for the Six Months Ended June 30, 2015 and June 30, 2014 3
Unaudited Combined and Consolidated Statement of Changes in Shareholders' Equity for the Six Months Ended June 30, 2015 4
Unaudited Combined and Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 5
Notes to Financial Statements - Unaudited 6-13
VOLUTION IMMUNO PHARMACEUTICALS SA
AND AFFILIATE
COMBINED AND CONSOLIDATED BALANCE SHEETS
As of June 30, 2015 and December 31, 2014
(in U.S. Dollars)
June 30, 2015 December 31, 2014
Assets (Unaudited)
Current Assets:
Cash and cash equivalents $ 201,444 $ 3,327,468
Prepaid expenses and other current assets 124,406 7,781
Total Current Assets 325,850 3,335,249
Patent Acquistion Costs, net 60,754 59,417
Total Assets $ 386,604 $ 3,394,666
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 1,000,110 555,528
Accounts payable - related party - 39,236
Accrued expenses 155,676 42,999
Loans payable - shareholders - 533,605
Total Current Liabilities 1,155,786 1,171,368
Commitments and Contingencies
Shareholders' Equity:
Share capital of CHF 1.00 par value
Authorized: 1,001,750 shares; Issued and outstanding: 1,001,750
at June 30, 2015 and December 31, 2014 1,027,866 1,027,866
Additional paid-in capital 12,628,432 12,628,432
Accumulated other comprehensive income 91,155 46,081
Accumulated deficit (14,516,635 ) (11,479,081 )
Total Shareholders' Equity (769,182 ) 2,223,298
Total Liabilities and Shareholders' Equity $ 386,604 $ 3,394,666
See notes to combined and consolidated financial
VOLUTION IMMUNO PHARMACEUTICALS SA
AND AFFILIATE
COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - UNAUDITED
For the Six Months Ended June 30, 2015 and June 30, 2014
(in U.S. Dollars)
Six Months Ended
June 30, 2015 June 30, 2014
Operating Expenses:
Research and development costs $ 2,556,130 377,390
General and administrative expenses 410,512 218,741
Total Operating Expenses 2,966,642 596,131
Loss from Operations (2,966,642 ) (596,131 )
Other Income (Expense):
Interest income - 85
Exchange loss (37,623 ) (9,902 )
Interest expense (7,169 ) (4,665 )
Other expenses (26,120 ) -
Total Other Income (Expense) (70,912 ) (14,482 )
Loss before Income Taxes (3,037,554 ) (610,613 )
Income Taxes -
Net Loss (3,037,554 ) (610,613 )
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustment 45,074 10,142
Comprehensive Loss $ (2,992,480 ) $ (600,471 )
Earnings per common share (basic and diluted) $ (0.004 ) $ (0.008 )
Weighted average common shares (basic and diluted) 722,345,600 72,763,720
See notes to combined and consolidated financial
VOLUTION IMMUNO PHARMACEUTICALS SA
AND AFFILIATE
COMBINED AND CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - UNAUDITED
As of and for the Six Months Ended June 30, 2015
(in U.S. Dollars)
Accumulated
Additional Other
Share Capital Paid-in Comprehensive Accumulated
Shares Amount Capital Income Deficit Total
Shareholders' Equity, January 1, 2015 1,001,750 $ 1,027,866 $ 12,628,432 $ 46,081 $ (11,479,081 ) $ 2,223,298
Comprehensive Income (Loss) - - - 45,074 (3,037,554 ) $ (2,992,480 )
Shareholders' Equity, June 30, 2015 1,001,750 $ 1,027,866 $ 12,628,432 $ 91,155 $ (14,516,635 ) $ (769,182 )
See notes to combined and consolidated financial
VOLUTION IMMUNO PHARMACEUTICALS SA
AND AFFILIATE
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
As of and for the Six Months Ended June 30, 2015 and June 30, 2014
(in U.S. Dollars)
Six Months Ended
June 30, 2015 June 30, 2014
Cash Flows from Operating Activities:
Net loss $ (3,037,554 ) (610,613 )
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 1,631 1,891
Changes in operating assets and liabilities:
Decrease (increase) in assets:
Prepaid expenses and other assets (112,610 ) (2,570 )
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 462,512 167,306
Total adjustments 351,533 166,627
Net Cash Used in Operating Activities (2,686,021 ) (443,986 )
Cash Flows from Financing Activities:
Repayments of shareholder loans (508,713 )
Proceeds from issuance of shares 237,090
Proceeds from stock subscription 112,300
Net Cash (Used in) Provided by Financing Activities (508,713 ) 349,390
Effect of Exchange Rates on Cash and Cash Equivalents 68,710 9,200
Net Increase in Cash and Cash Equivalents (3,126,024 ) (85,396 )
Cash and Cash Equivalents, beginning 3,327,468 553,654
Cash and Cash Equivalents, end $ 201,444 $ 468,258
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest $ 2,636 $ 12
See notes to combined and consolidated financial
VOLUTION IMMUNO PHARMACEUTICALS SA
Notes to COmbined and consolidated Financial Statements - unaudited
Volution Immuno Pharmaceutical
SA (the "Company"), was incorporated in Switzerland as a private limited company and commenced business operations on
The Company is a clinical stage
biotechnology company, and is focused on developing anti-complement and anti-inflammatory molecules as treatments for a wide range
of rare and orphan conditions in the autoimmune and inflammatory diseases sectors.
On October 23, 2013, Varleigh
Immuno Pharmaceuticals Ltd ("Varleigh"), a UK limited company, transferred its drug rights patent to vasoactive amine
binding molecules to the Company in exchange for a payment of approximately $107,000, (GBP 65,000), which was the carrying value
of the patents in accordance with local accounting standards.
The Company is subject to a
number of risks similar to those of clinical stage companies, including dependence on key individuals, uncertainty of product development
and generation of revenues, dependence on outside sources of capital, risks associated with clinical trials of products, dependence
on third-party collaborators for research operations, need for regulatory approval of products, risks associated with protection
of intellectual property, and competition with larger, better-capitalized companies. Successful completion of the Company's
development program and, ultimately, the attainment of profitable operations is dependent upon future events, including obtaining
adequate financing to fulfill its development activities and achieving a level of revenues adequate to support the Company's
cost structure. There are no assurances that the Company will be able to obtain additional financing on favorable terms, or at
all or successfully market its products.
The Company has operated at
a loss since its inception and has had no revenues. The Company anticipates that losses will continue for the foreseeable future.
At June 30, 2015, the Company had $201,444 of cash and cash equivalents available to fund future
The Company to date has financed
its operations primarily through the equity and debt financing of its shareholders. The Company will continue to be dependent upon
such sources of funds until it is able to generate positive cash flows from its operations.
As discussed in Note 9, on September 18,
2015, the Company was acquired by Celsus Therapeutics and closed a private placement financing and the Company received proceeds
in the amount of $75 million, which is sufficient to fund operations for the next twelve months from the date of this report.
The accompanying consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP").
VOLUTION IMMUNO PHARMACEUTICALS SA
Notes to COmbined and consolidated Financial Statements - unaudited
Principles of Combination
and Consolidation - The combined financial statements include the accounts of the Company, its subsidiary Volution Immuno Pharmaceuticals
UK and Varleigh Immuno Pharmaceuticals Ltd., which was dissolved on September 12, 2014.
All intercompany transactions
have been eliminated.
Currency - The functional currency
of the Company was Swiss Francs, as that is was the primary economic environment in which the Company operated. The
functional currency of Varleigh was the British Pound.
The reporting currency of the Company is
U.S. Dollars. The Company translated its non-U.S. operations' assets and liabilities denominated in foreign currencies into
U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate
for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded as foreign currency translation
adjustments, a component of accumulated other comprehensive income. Gains or losses from foreign currency transactions are included
in other expense (income), net.
Use of Estimates - The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, equity, revenue,
expenses and related disclosure of contingent assets and liabilities. Management's estimates and judgments include assumptions
used in the impairment and useful lives of intangible assets, accrued liabilities, deferred income taxes and various other assumptions
that are believed to be reasonable under the circumstances. Actual results may differ from those estimates under different assumptions
Fair Value Measurements
- The carrying amounts of financial instruments, including cash and cash equivalents, accounts payable, and loans payable shareholders
approximate fair value due to their short-term maturities.
Cash and Cash Equivalents
- The Company considers all highly-liquid investments with original maturities of 90 days or less at the time of acquisition to
be cash equivalents. The Company had no cash equivalents at June 30, 2015 and December 31, 2014.
Prepaid Expenses and Other
Current Assets - Prepaid expenses and other assets consist principally of VAT receivables and prepaid expenses.
- The Company reviews all long-lived assets for impairment whenever events or circumstances indicate the carrying amount of
such assets may not be recoverable. Recoverability of assets to be held or used is measured by comparison of the carrying
value of the asset to the future undiscounted net cash flows expected to be generated by the asset. If such asset is
considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset
exceeds the discounted future cash flows expected to be generated by the asset.
VOLUTION IMMUNO PHARMACEUTICALS SA
Notes to COmbined and consolidated Financial Statements - unaudited
Patent Acquisition Costs
- Patent acquisition costs and related capitalized legal fees are amortized on a straight-line basis over the shorter of
the legal or economic life. The estimated useful life is twenty two years.
The Company expenses costs associated
with maintaining and defending patents subsequent to their issuance in the period incurred.
Accrued Expenses - As part of the
process of preparing the consolidated financial statements, it requires the estimate of accrued expenses. This process involves
identifying services that third parties have performed on the Company's behalf and estimating the level of service performed
and the associated cost incurred on these services as of each balance sheet date in our consolidated financial statements. Examples
of estimated accrued expenses include contract service fees in conjunction with pre-clinical and clinical trials and professional
service fees In connection with these service fees, our estimates are most affected by our understanding of the status and timing
of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain
costs that have been incurred or we under or over-estimate the level of services or costs of such services, our reported expenses
for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed
on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts
and circumstances known to us in accordance with accounting principles generally accepted in the U.S.
Research and Development
Last updated: Oct 16, 2015