Full Press Release Details
INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
| Condensed Consolidated Interim Statements of Financial Position as of June 30, 2023 and December 31, 2022 (Unaudited) | 1 |
| Condensed Consolidated Interim Statements of Loss and Other Comprehensive Loss for the Six Months Ended June 30, 2023 and 2022 (Unaudited) | 2 |
| Condensed Consolidated Interim Statements of Shareholders' Equity for the Six Months Ended June 30, 2023 and 2022 (Unaudited) | 3 |
| Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited) | 4 |
| Notes to Condensed Consolidated Interim Financial Statements (Unaudited) | 5 |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(All amounts in thousands of US$)
| NOTES | As of June 30, 2023 (Unaudited) | As of December 31, 2022 | ||||||||
| US$ | US$ | |||||||||
| Non-current assets | ||||||||||
| Plant and equipment, net | 13 | 439 | 485 | |||||||
| Right-of-use assets | 14 | 678 | 991 | |||||||
| Intangible assets | 15 | 14,767 | 14,778 | |||||||
| Rental deposits | 119 | 124 | ||||||||
| Time deposits with maturity greater than twelve months | 18 | 4,307 | ||||||||
| Total non-current assets | 16,003 | 20,685 | ||||||||
| Current assets | ||||||||||
| Deposits, prepayments and deferred expenses | 16 | 2,759 | 1,176 | |||||||
| Financial assets at fair value through profit and loss ( FVTPL ) | 24 | 20,400 | 19,067 | |||||||
| Time deposits with maturity less than twelve months | 18 | 6,920 | 2,872 | |||||||
| Cash and cash equivalents | 25,296 | 32,675 | ||||||||
| Total current assets | 55,375 | 55,790 | ||||||||
| Total assets | 71,378 | 76,475 | ||||||||
| Current liabilities | ||||||||||
| Other payables and accruals | 19 | 12,804 | 11,675 | |||||||
| Accounts payable | 947 | |||||||||
| Financial liabilities arising from unvested restricted shares | 20 | 68 | ||||||||
| Lease liabilities | 385 | 614 | ||||||||
| Total current liabilities | 14,136 | 12,357 | ||||||||
| Net current assets | 41,239 | 43,433 | ||||||||
| Total assets less current liabilities | 57,242 | 64,118 | ||||||||
| Non-current liabilities | ||||||||||
| Lease liabilities | 294 | 377 | ||||||||
| Warrant liabilities at FVTPL | 24 | 1,251 | ||||||||
| Convertible preferred shares | 21 | 511,861 | ||||||||
| Total non-current liabilities | 1,545 | 512,238 | ||||||||
| Net assets (liabilities) | 55,697 | ( 448,120 | ) | |||||||
| Equity | ||||||||||
| Share capital | 22 | 3 | ||||||||
| Apollomics class A ordinary shares | 1 | |||||||||
| Apollomics class B ordinary shares | 8 | |||||||||
| Treasury shares | 22 | ( 68 | ) | |||||||
| Share premium | 661,472 | 12,317 | ||||||||
| Reserves | 19,312 | 14,228 | ||||||||
| Accumulated losses | ( 625,096 | ) | ( 474,600 | ) | ||||||
| Total equity (deficit) | 55,697 | ( 448,120 | ) |
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (UNAUDITED)
(All amounts in thousands of US$, except for per share data)
| Six Months Ended June 30, | ||||||||||
| NOTES | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| Other income | 7 | 401 | 756 | |||||||
| Foreign exchange losses | 8 | ( 2,104 | ) | ( 725 | ) | |||||
| Fair value change of financial assets at FVTPL | 17 | 460 | 32 | |||||||
| Fair value change of financial liabilities at FVTPL | 24 | 676 | ||||||||
| Fair value change of convertible preferred shares | 24 | ( 76,430 | ) | 23,669 | ||||||
| Research and development expenses | ( 16,518 | ) | ( 17,999 | ) | ||||||
| Administrative expenses | ( 9,652 | ) | ( 5,097 | ) | ||||||
| Finance costs | ( 60 | ) | ( 44 | ) | ||||||
| Other expense | 10 | ( 47,457 | ) | ( 4,008 | ) | |||||
| Loss before taxation | ( 150,684 | ) | ( 3,416 | ) | ||||||
| Income tax expenses | 9 | ( 10 | ) | ( 1 | ) | |||||
| Loss and total comprehensive loss for the period, net of taxation, attributable to owners of the Company | 10 | ( 150,694 | ) | ( 3,417 | ) | |||||
| Loss per share | ||||||||||
| Basic loss per common share (US$) | 12 | ( 2.55 | ) | ( 0.12 | ) | |||||
| Diluted loss per common share (US$) | 12 | ( 2.55 | ) | ( 0.68 | ) | |||||
| Weighted average number of common shares outstanding - Basic ('000) | 12 | 59,000 | 27,982 | |||||||
| Weighted average number of common shares outstanding - Diluted ('000) | 12 | 59,000 | 46,364 |
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(All amounts in thousands of US$, except for share and per share data)
| Share capital | Treasury Shares | Reserves | ||||||||||||||||||||||||||||||||||
| Share-based | ||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Share premium | Other reserve | payment reserve | Accumulated losses | Total | ||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||||
| (note) | ||||||||||||||||||||||||||||||||||||
| As of January 1, 2022 | 393,252,140 | 40 | 14,086,748 | ( 1,647 | ) | 11,888 | 2,440 | 9,852 | ( 235,435 | ) | ( 212,862 | ) | ||||||||||||||||||||||||
| Recapitalization of Apollomics at Exchange Ratio | ( 365,064,220 | ) | ( 37 | ) | ( 13,077,024 | ) | 37 | |||||||||||||||||||||||||||||
| Adjusted Balances, beginning of period | 28,187,920 | 3 | 1,009,724 | ( 1,647 | ) | 11,925 | 2,440 | 9,852 | ( 235,435 | ) | ( 212,862 | ) | ||||||||||||||||||||||||
| Loss and total comprehensive loss for the period | ( 3,417 | ) | ( 3,417 | ) | ||||||||||||||||||||||||||||||||
| Exercise of share options (Note 23) | 499,886 | 150 | 74 | ( 74 | ) | 150 | ||||||||||||||||||||||||||||||
| Forfeiture of vested share options (Note 23) | ( 680 | ) | 680 | |||||||||||||||||||||||||||||||||
| Restricted share awards vested (Notes 22 and 23) | ( 83,482 | ) | 21 | 36 | ( 36 | ) | 21 | |||||||||||||||||||||||||||||
| Early exercised share options vested during the period (Notes 22 and 23) | ( 429,490 | ) | 1,558 | 714 | ( 714 | ) | 1,558 | |||||||||||||||||||||||||||||
| Recognition of equity-settled share-based payment (Note 23) | 2,064 | 2,064 | ||||||||||||||||||||||||||||||||||
| As of June 30, 2022 | 28,687,806 | 3 | 496,752 | ( 68 | ) | 12,075 | 3,264 | 10,412 | ( 238,172 | ) | ( 212,486 | ) | ||||||||||||||||||||||||
| As of January 1, 2023 | 401,804,327 | 41 | 6,930,235 | ( 68 | ) | 12,279 | 3,398 | 10,830 | ( 474,600 | ) | ( 448,120 | ) | ||||||||||||||||||||||||
| Recapitalization of Apollomics at Exchange Ratio | ( 373,003,395 | ) | ( 38 | ) | ( 6,433,483 | ) | 38 | |||||||||||||||||||||||||||||
| Adjusted Balances, beginning of period | 28,800,932 | 3 | 496,752 | ( 68 | ) | 12,317 | 3,398 | 10,830 | ( 474,600 | ) | ( 448,120 | ) | ||||||||||||||||||||||||
| Loss and total comprehensive loss for the period | ( 150,694 | ) | ( 150,694 | ) | ||||||||||||||||||||||||||||||||
| Forfeiture of vested share options (Note 23) | ( 198 | ) | 198 | |||||||||||||||||||||||||||||||||
| Exercise of share options (Note 23) 1 | 47,443 | 83 | 30 | ( 30 | ) | 83 | ||||||||||||||||||||||||||||||
| Restricted share awards vested (Notes 22 and 23) 2 | ( 496,752 | ) | 68 | 3 | ( 3 | ) | 68 | |||||||||||||||||||||||||||||
| Business combination, net of redemptions (Note 5) | 3,312,715 | 757 | 757 | |||||||||||||||||||||||||||||||||
| Conversion of pre-closing Apollomics convertible preferred shares into Post-Closing Apollomics Ordinary Shares (Note 5) | 54,420,964 | 6 | 588,285 | 588,291 | ||||||||||||||||||||||||||||||||
| IFRS 2 listing expense (Note 5) | 45,524 | 45,524 | ||||||||||||||||||||||||||||||||||
| Post-closing Apollomics Class B Ordinary Shares issued to PIPE Investors, net of transaction costs (Note 5) | 230,000 | 261 | 261 | |||||||||||||||||||||||||||||||||
| Reclassification from equity to non-current liabilities for Maxpro Warrants assumed by Apollomics upon Closing 3 | ( 7,105 | ) | ( 7,105 | ) | ||||||||||||||||||||||||||||||||
| Issuance of post-closing Apollomics Class A ordinary shares upon the conversion of post-closing Apollomics Series A Preferred Shares (Note 21) | 2,668,750 | 21,350 | 21,350 | |||||||||||||||||||||||||||||||||
| Recognition of equity-settled share-based payment (Note 23) | 5,282 | 5,282 | ||||||||||||||||||||||||||||||||||
| As of June 30, 2023 | 89,480,804 | 9 | 661,472 | 3,431 | 15,881 | ( 625,096 | ) | 55,697 |
Note: Other reserve included amounts transferred from share-based payment reserve when the share options are exercised or the restricted shares are vested.
1 The total number of shares issued from the exercise of stock options consisted of the issuance of 435,833 Pre-Closing Apollomics Ordinary Shares from stock options exercised between January 1, 2023 to March 28, 2023. These Pre-Closing Apollomics Ordinary Shares were exchanged for 31,241 Post-Closing Apollomics Ordinary Shares, in accordance with the Exchange Ratio upon the Closing of the Business Combination. On April 26, 2023, additional stock options were exercised resulting in the issuance of 16,202 Post-Closing Apollomics Ordinary Shares.
2 All unvested restricted shares were milestone-based restricted shares held by the Chief Executive Officer of Apollomics which vested upon the Closing of the Business Combination.
3 The Maxpro Warrants assumed by Apollomics upon Closing were reclassified from equity to non-current liabilities due to a net share settlement feature, which precludes equity classification under IAS 32. The reclassification resulted in a reduction to equity (share premium) of $7.1 million (as the warrants are no longer equity-classified upon Closing), an increase to warrant liability of $1.3 million, and a decrease to accumulated losses of $5.8 million. The decrease to accumulated losses is a result of remeasurement of the warrants as a result of their liability classification under IAS 32. As the $5.8 million in accumulated losses relates to Maxpro, these accumulated losses are reclassified to share premium (along with all other historical accumulated losses of Maxpro) as a result of the Business Combination and this reduction to share premium is included in the line titled, Business Combination, net of redemptions in the condensed consolidated interim statements of changes in stockholders' deficit above. As such, the net impact of the warrant reclassification on the condensed consolidated interim statements of changes in stockholders' deficit is to reduce share premium by $1.3 million ($7.1 million less $5.8 million) and the impact of the warrant reclassification on the condensed consolidated interim statement of financial position as of June 30, 2023 is to increase warrant liabilities by $1.3 million and reduce share premium by $1.3 million. There is no impact to the condensed consolidated interim statements of loss and other comprehensive loss as a result of the reclassification of the Maxpro Warrants outside of the recognition of the change in fair value of the Maxpro Warrants from March 29, 2023 to June 30, 2023.
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(All amounts in thousands of US$)
| For the six month ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| US$ | US$ | |||||||
| OPERATING ACTIVITIES | ||||||||
| Loss before taxation | $ | ( 150,684 | ) | $ | ( 3,416 | ) | ||
| Adjustments for: | ||||||||
| Interest income | ( 373 | ) | ( 193 | ) | ||||
| Depreciation of plant and equipment | 49 | 69 | ||||||
| Depreciation of right-of-use assets | 297 | 283 | ||||||
| Amortization of intangible assets | 11 | 10 | ||||||
| Realized foreign currency (gains) losses | ( 860 | ) | 392 | |||||
| Fair value change of financial assets at FVTPL | ( 460 | ) | ( 32 | ) | ||||
| Fair value change of financial liabilities at FVTPL | ( 676 | ) | ||||||
| Fair value change of preferred shares | 76,430 | ( 23,669 | ) | |||||
| IFRS 2 listing expense | 45,524 | |||||||
| Finance costs | 44 | |||||||
| Share-based payment expenses | 5,282 | 2,064 | ||||||
| Unrealized foreign currency loss | 2,961 | 2,452 | ||||||
| Operating cash flows before movements in working capital | ( 22,499 | ) | ( 21,996 | ) | ||||
| (Increase) decrease in deposits, prepayments and deferred expenses | ( 1,583 | ) | 1,573 | |||||
| Increase in accounts payable and accrued offering costs | 947 | |||||||
| Increase (decrease) in other payables and accruals | ( 1,252 | ) | 641 | |||||
| NET CASH USED IN OPERATION | ( 24,387 | ) | ( 19,782 | ) | ||||
| Taxation refund | 57 | |||||||
| Taxation paid | ( 10 | ) | ( 1 | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES | ( 24,397 | ) | ( 19,726 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Interest received | 373 | 193 | ||||||
| Proceeds from redemption of time deposits | 4,307 | 24,000 | ||||||
| Placement of time deposits | ( 4,048 | ) | ||||||
| Purchase of plant and equipment | ( 6 | ) | ( 337 | ) | ||||
| Placement of FVTPL | ( 873 | ) | ||||||
| Payment for rental deposits | ( 17 | ) | ||||||
| Refund of rental deposits | 5 | |||||||
| NET CASH (USED IN) FROM INVESTING ACTIVITIES | ( 242 | ) | 23,839 | |||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from PIPE Financing and Business Combination, net of transaction costs | 20,249 | |||||||
| Payment of deferred underwriting fees | ( 2,779 | ) | ||||||
| Proceeds from issue of shares upon exercise of share options | 83 | 151 | ||||||
| Interest paid | ( 60 | ) | ( 44 | ) | ||||
| Repayment of lease liabilities | ( 252 | ) | ( 260 | ) | ||||
| NET CASH (USED IN) FROM FINANCING ACTIVITIES | 17,241 | ( 153 | ) | |||||
| Effects of Exchange Rate Changes on Cash and Cash Equivalents | 19 | |||||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | ( 7,379 | ) | 3,960 | |||||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 32,675 | 46,740 | ||||||
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | $ | 25,296 | $ | 50,700 | ||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Restricted share awards vested | $ | 68 | $ | 21 | ||||
| Accrued transaction costs | 280 | |||||||
| Conversion of pre-closing Apollomics convertible preferred shares into Post-Closing Apollomics Ordinary Shares | 588,285 | |||||||
| Initial value of warrant liabilities arising from Maxpro note conversion and PIPE Financing in connection with the Closing Date of the Business Combination | 629 | |||||||
| Reclassification from equity to non-current liabilities for Maxpro Warrants assumed by Apollomics upon Closing | 1,298 |
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
1.GENERAL INFORMATION
Apollomics Inc. ( Apollomics or the Company ) is a clinical-stage biotechnology company focused on discovering and developing oncology therapies to address unmet medical needs. Since the Company's founding in 2015, the Company has built a pipeline of nine drug candidates across 11 programs that focus on oncology, of which six drug candidates are in the clinical stage.
The Company was originally formed as CB Therapeutics Inc. as a result of a spin-off of Crown Bioscience International, which was completed on December 31, 2015. Prior to December 2015, Crown Bioscience International, through its subsidiaries, was the owner of certain patent rights relating to certain of these drug candidates. In order to focus on its core business, namely providing preclinical contract research organization services, and allow the drug discovery and development related business to be operated and financed separately, Crown Bioscience International spun off its Taiwan subsidiary, Crown Bioscience (Taiwan), and contributed it to the Company. As a result, we became the owner of these patent rights.
In addition to its U.S. headquarters, the Company also has locations in Australia (Apollomics (Australia) Pty Ltd, formed in November 2016), Hong Kong (Apollomics (Hong Kong) Limited, formed in June 2019) and China (Zhejiang Crownmab Biotech Co. Ltd. and Zhejiang Crown Bochuang Biopharma Co. Ltd., formed in May 2018 and May 2020, respectively). The Company's headquarters and global drug development team is based in the United States (San Francisco Bay area), while its discovery and China drug development team is based in China (Hangzhou and Shanghai). The Company operates in both the United States and China, with its headquarters and its global drug development team in the San Francisco Bay Area and its discovery and China drug development team in Hangzhou and Shanghai, China.
On March 29, 2023 ( Closing Date ), Apollomics consummated a business combination (the Business Combination ) with Maxpro Capital Acquisition Corp. ( Maxpro ), a Delaware corporation and special purpose acquisition company, pursuant to the initial business combination agreement dated September 14, 2022 and subsequent amendment to the business combination agreement dated February 9, 2023 (the Business Combination Agreement or BCA ). In connection with the closing of the Business Combination, Apollomics became a publicly traded company on the Nasdaq Capital Market ( Nasdaq ). The Company's Class A ordinary shares and warrants are listed on Nasdaq under the trading symbols APLM and APLMW, respectively. Trading on the Nasdaq commenced on March 30, 2023.
Notwithstanding the foregoing, we believe our cash on hand, without regard to any such cash proceeds we may receive upon the exercise for cash of our warrants, is sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. While we have outstanding warrants, which may provide an additional source of cash upon exercise, for so long as the warrants remain out-of-the money, we do not expect warrant holders to exercise their warrants and, therefore, we do not expect to receive cash proceeds from any such exercise. If and to the extent we determine to raise additional capital in the future, there can be no assurance that such additional capital would be available on attractive terms, if at all.
The unaudited condensed consolidated financial statements are presented in U.S. dollars ( US$ ). The Company's subsidiaries included in the unaudited condensed consolidated financial statements are listed below (the Company and its subsidiaries are collectively referred to herein as the Group ). These unaudited condensed consolidated interim financial statements have been prepared based on the accounting policies which conform with International Financial Reporting Standards ( IFRSs ) as issued by the International Accounting Standards Board ( IASB ) and have been prepared under the assumption the Company operates on a going concern basis.
| Name of subsidiaries | Place of incorporation or establishment/operation and date of incorporation/ establishment | Principal activities | ||
| Apollomics, Inc. | California, United States January 14, 2016 | Research and development of drugs | ||
| Maxpro Capital Acquisition Corp. | Delaware, United States June 2, 2021 | Former special purpose acquisition company | ||
| Apollomics (Australia) Pty. Ltd. | Melbourne, Australia November 4, 2016 | Research and development of drugs | ||
| Apollomics (Hong Kong) Limited | Hong Kong, China June 24,2019 | Investment holding | ||
| Zhejiang Crownmab Biotech Co., Ltd. | Hangzhou, China May 29, 2018 | Investment holding and research and development of drugs | ||
| Zhejiang Crown Bochuang Biopharma Co., Ltd. | Hangzhou, China May 29, 2020 | Research and development of drugs |
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
2.BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 ( IAS 34 ) Interim Financial Reporting issued by the IASB as well as the rules and regulations of the U.S. Securities and Exchange Commission, and have been prepared under the assumption the Company operates on a going concern basis.
3.PRINCIPAL ACCOUNTING POLICIES
The unaudited condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values.
Other than additional accounting policies resulting from application of amendments to IFRSs, the accounting policies and methods of computation used in the unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and 2023 are the same as those presented in the Group's annual financial statements for the year ended December 31, 2022.
Application of amendments to IFRSs
For the purposes of preparing and presenting the unaudited condensed consolidated financial statements for the six months ended June 30, 2023, the Group has applied the following amendments to IFRSs issued by the IASB, for the first time, which are mandatorily effective for the Group's annual period beginning on January 1, 2023:
| Amendments to IFRS 3 | Reference to the Conceptual Framework |
| Amendments to IAS 16 | Property, Plant and Equipment: Proceeds before Intended Use |
| Amendments to IFRS Standards | Annual Improvements to IFRS Standards 2018 2020 |
The application of the amendments to IFRSs in the current interim period has had no material impact on the Group's financial position and performance for the current and prior periods and/or on the disclosures set out in these unaudited condensed consolidated financial statements.
4.CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the unaudited condensed consolidated financial statements requires the management of the Company to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
In preparing these unaudited condensed consolidated financial statements, the critical judgments made by the management of the Company in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2022.
5.BUSINESS COMBINATION
As previously outlined in Note 1 General Information, the Company underwent a Business Combination with Maxpro on March 29, 2023. The Business Combination was effected through the issuance of shares of Apollomics to Maxpro stockholders.
Upon the closing of the Business Combination, the following occurred:
-Each Apollomics ordinary share assumed outstanding immediately prior to the closing of the Business Combination, which totaled 401,804,327 shares (other than the exercise of stock option), was exchanged for the right to receive 0.0717 shares of post-closing Apollomics Ordinary Shares (the Exchange Ratio ). The resulting issuance totaled 28,800,932 shares of Apollomics Class B Ordinary Shares. No Class B Ordinary Share is transferable, except to certain permitted transferees, until the earlier of (i) six (6) months after the Closing Date, which is September 29, 2023, or (ii) in the event that a definitive agreement that contemplates a change of control of is entered into, immediately prior to the consummation of such Change of Control (the Class B Lock-Up Period ), subject to the conditions set forth in the memorandum and articles of association ( MAA ). Class B Ordinary Shares will be automatically converted into Class A Ordinary Shares on a one-to-one basis upon the end of the Class B Lock-Up Period, provided that the Board may approve such conversion prior to the end of the Class B Lock-Up Period.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
-In connection with the Business Combination, Apollomics entered into the PIPE Financing with certain accredited investors for an aggregate of 230,000 Class B Ordinary Shares at a price of $10.00 per share, 2,135,000 Series A Preferred Shares at a price of $10.00 per share and 57,500 Penny Warrants to purchase Class A Ordinary shares, for a total of $23.7 million.
-Each share of Maxpro Class A Common Stock (consisting of non-redeemable Common Stock and redeemable Common Stock that was not redeemed at closing) assumed outstanding immediately prior to the closing of the Business Combination was exchanged for, on a one-for-one basis, shares of Apollomics Class A Ordinary Shares.
-Each share of Maxpro Class B Common Stock (consisting of non-redeemable Common Stock) assumed outstanding immediately prior to the closing of the Business Combination was exchanged for, on a one-for-one basis, shares of Apollomics Class A Ordinary Shares.
-In connection with the Business Combination, Maxpro's stockholders redeemed 10,270,060 out of the 10,350,000 public shares available, representing 99.2% of Maxpro's public float, which resulted in Apollomics receiving nominal cash in connection with the Business Combination other than through the PIPE Financing. At closing of the Business Combination, 10,350,000 Maxpro public warrants and 464,150 Maxpro private warrants outstanding were assumed by Apollomics and recorded as a warrant liability on the Company's condensed consolidated statement of financial position. The warrant liability will be remeasured each reporting period until the earlier of the warrant expiration date or the warrant exercise date. The Private Warrants or Extension Warrants (including the Class A Ordinary Shares issuable upon exercise of any of such warrants) can not be transferred, assigned or sold until September 29, 2023, the date that is six months after the Closing Date, pursuant to the Lock-Up Agreement effective at the Closing Date.
-Maxpro had a promissory note payable to the Maxpro Sponsor with a principal balance of $1.5 million immediately prior to the closing of the Business Combination. The unpaid principal amount was converted into 155,250 shares of Apollomics Class A Ordinary Shares and 155,250 private warrants upon the closing of the Business Combination. The warrants were recorded as a warrant liability on the Company's condensed consolidated statement of financial position. The warrant liability will be remeasured each reporting period until the earlier of the warrant expiration date or the warrant exercise date.
-Each Maxpro warrant issued and outstanding immediately prior to the closing of the Business Combination was assumed by Apollomics and became exercisable, on a one-for-one basis, for Apollomics Class A Ordinary Shares.
-Prior to the closing of the Business Combination, one Apollomics stock option holder elected to exercise all of such holder's options, resulting in the issuance of 435,833 shares of Apollomics Class A Common Stock, which upon the closing of the Business Combination, were canceled and exchanged for the right to receive .0717 shares of Apollomics Class A Ordinary Shares per share of Apollomics Class A Common Stock, which resulted in the issuance of 31,240 shares of Apollomics Class A Ordinary Shares. In addition, each outstanding option to purchase a Pre-Closing Apollomics Ordinary Share, whether vested or unvested, immediately prior to the Merger, was also adjusted such that each option (i) has the right to acquire a number of Apollomics Class B Shares equal to (as rounded down to the nearest whole number) the product of (A) the number of Pre-Closing Apollomics Ordinary Shares which the option had the right to acquire immediately prior to the Share Split, multiplied by (B) the Exchange Ratio; and (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the option immediately prior to the Share Split, divided by (B) the Exchange Ratio.
The net proceeds from the PIPE Financing and Business Combination, totaled $20.2 million.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
The following table presents the total Apollomics common stock outstanding immediately after the closing of the Business Combination:
| Number of Shares | |||
| Exchange of Maxpro Class A common stock for post-closing Apollomics Class A ordinary shares | 490,025 | ||
| Exchange of Maxpro Class B common stock for post-closing Apollomics Class A ordinary shares | 2,587,500 | ||
| Exchange of Maxpro Class A common stock subject to possible redemption that was not redeemed for post-closing Apollomics Class A ordinary shares | 79,940 | ||
| Issuance of post-closing Apollomics Class A ordinary shares to Maxpro Sponsor in connection with conversion of a convertible promissory note | 155,250 | ||
| Subtotal - Business Combination, net of redemptions | 3,312,715 | ||
| Issuance of post-closing Apollomics Class B ordinary shares to PIPE Investors | 230,000 | ||
| Conversion of pre-closing Apollomics convertible preferred shares (converted into pre-closing Apollomics ordinary shares prior to the Business Combination) into Post-Closing Apollomics Ordinary Shares | 54,420,964 | ||
| Issuance of Post-Closing Apollomics Ordinary Shares in connection with the Business Combination due to exercise of pre-closing Apollomics stock options prior to the Business Combination | 31,240 | ||
| Total - Post-Closing Apollomics Ordinary Shares outstanding as a result of Business Combination, PIPE Financing, conversion of pre-closing Apollomics convertible preferred shares into Post-Closing Apollomics Ordinary Shares, and issuance of shares upon Closing due to pre-Closing exercise of stock options (note i) | 57,994,919 |
Note i: In addition to the 57,994,919 shares specified above, the following shares were included in the total 89,480,804 Post-Closing Apollomics Ordinary Shares outstanding as of June 30, 2023 on the consolidated statement of changes in stockholders' deficit (of the total Post-Closing Apollomics Ordinary Shares outstanding, 80,383,133 were class A ordinary shares and 9,097,671 were class B ordinary shares): 1) 28,800,932 Post-Closing Apollomics Ordinary Shares were outstanding as a result of the exchange of all Pre-Closing Apollomics Ordinary Shares outstanding as of December 31, 2022 at the Exchange Ratio 2) 2,668,750 Post-Closing Apollomics Ordinary Shares were outstanding as a result of the conversion of Post-Closing Apollomics Series A Preferred Shares into Post-Closing Apollomics Class A Ordinary Shares in May 2023 at a conversion ratio of 1 to 1.25 3) 16,202 Post-Closing Apollomics Ordinary Shares were outstanding as a result of the exercise of stock options in April 2023.
As Maxpro did not meet the definition of a business in accordance with IFRS 3 ( Business Combinations ), the transaction was accounted for within the scope of IFRS 2 ( Share-based Payment ) as a share-based payment transaction in exchange for a public listing service. As such, the fair value of Apollomics shares transferred to Maxpro stockholders in excess of the net identifiable assets of Maxpro represents compensation for the service of a stock exchange listing for its shares and is accounted for as an expense in post-closing Apollomics at the consummation of the Business Combination. The net identifiable assets of Maxpro were stated at historical cost, with no goodwill or other intangible assets recorded. Apollomics was deemed to be both the legal and accounting acquirer given that subsequent to the Business Combination:
-Apollomics' shareholders have a majority of the voting power of post-closing Apollomics;
-Apollomics' operations comprise all of the ongoing operations of post-closing Apollomics;
-Apollomics controls a majority of the governing body of post-closing Apollomics;
-Apollomics' senior management comprise all of the senior management of post-closing Apollomics.
Under IFRS 2, Apollomics recorded a one-time share-based expense of US$45.5 million at the closing of the Business Combination that was calculated based on the excess of the fair value of Apollomics over the fair value of the identifiable net assets of Maxpro that were acquired. The amount of Maxpro's identifiable net assets acquired at Closing were as follows:
| Cash and cash equivalents | 954 | ||
| Notes payable - sponsor | ( 1,999 | ) | |
| Accrued liabilities | ( 1,056 | ) | |
| Deferred underwriting compensation | ( 3,623 | ) | |
| Total Maxpro identifiable net liabilities at fair value | ( 5,724 | ) |
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
The net assets of Maxpro are stated at fair value with no goodwill or other intangible assets recorded. The IFRS 2 listing expense was calculated as follows:
| Per Share Value | Shares | Fair Value | |||||||||
| (at March 29, 2023) | (in thousands) | (in thousands) | |||||||||
| Maxpro public stockholders | $ | 10.81 | 10,350 | $ | 111,884 | ||||||
| Sponsor parties | 10.81 | 3,207 | 34,668 | ||||||||
| Underwriter shares | 10.81 | 26 | 281 | ||||||||
| Maxpro private warrants | 0.12 | 619 | 74 | ||||||||
| Maxpro public warrants | 0.12 | 10,350 | 1,242 | ||||||||
| Redemptions of Maxpro class A common stock | 10.55 | ( 10,270 | ) | ( 108,349 | ) | ||||||
| 14,282 | 39,800 | ||||||||||
| Net liabilities of Maxpro | ( 5,724 | ) | |||||||||
| IFRS 2 Listing Expense | $ | 45,524 |
6.REVENUE AND SEGMENT INFORMATION
The Group has not generated any revenue throughout the six months ended June 30, 2022 and 2023, respectively.
Operating segments are defined as components of an entity for which separate financial information is made available and is regularly evaluated by the chief operating decision maker ( CODM ) in making decisions regarding resource allocation and assessing performance. The Company's CODM is its Chief Executive Officer ( CEO ), and operations are managed as a single segment for the purposes of assessing performance and making operating decisions. The CODM reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one operating and reportable segment and no further analysis of this single segment is presented.
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (In thousands of US$) | US$ | US$ | ||||||
| Interest income | 373 | 193 | ||||||
| Government grants (note i) | 531 | |||||||
| Other income | 28 | 32 | ||||||
| 401 | 756 |
Note i: Included in the government grants are amounts in thousands of Australian Dollar ( AUD ) 707 (equivalent to approximately US$497 thousand), representing the unconditional subsidies from the Australian government specifically for supporting the research and development activities carried out in Australia for the six months ended June 30, 2022. The remaining $34 thousand amounts represent government subsidies in relation to the research and development activities in the PRC. All the government grants provide immediate financial support with no future related costs nor related to any assets.
8.FOREIGN EXCHANGE GAINS AND LOSSES
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (In thousands of US$) | US$ | US$ | ||||||
| Foreign exchange loss, net | ( 2,104 | ) | ( 725 | ) |
The Company primarily operates in the U.S., PRC, and Australia, with most of the transactions settled in the U.S. dollar. The Company's presentation and functional currency is the U.S. dollar. Certain bank balances, deposits and other payables are denominated in Renminbi and Australian dollar, which exposes the Company to foreign currency risk.
The Company incurs portions of its expenses in currencies other than the U.S. dollar, in particular, the Renminbi and Australian dollar. As a result, the Company is exposed to foreign currency exchange risk as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. The Company has not entered into any derivative contracts to hedge against its exposure to currency risk during the six months ended June 30, 2022 or 2023. However, Management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arise.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
9.INCOME TAX EXPENSES
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (In thousands of US$) | US$ | US$ | ||||||
| US Corporate Income Tax ( CIT ) current year | 10 | 1 |
Other than the subsidiary operating in the US, no provision for income taxation has been made as the Company and the other subsidiaries had incurred tax losses in the PRC, Australia and Hong Kong for the six months ended June 30, 2022 and 2023. Tax expense of $10 thousand for the six months ended June 30, 2023 is primarily for taxes on investments.
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (In thousands of US$) | US$ | US$ | ||||||
| Loss for the period has been arrived at after charging: | ||||||||
| Staff costs: | ||||||||
| Salaries and other allowances | 5,092 | 7,088 | ||||||
| Retirement benefits scheme contributions | 374 | 434 | ||||||
| Share-based payment expenses | 5,282 | 2,064 | ||||||
| Total staff costs | 10,748 | 9,586 | ||||||
| Depreciation of plant and equipment | 49 | 69 | ||||||
| Depreciation of right-of-use assets | 297 | 283 | ||||||
| Amortization of intangible assets | 11 | 10 | ||||||
| Other expense (note i) | 47,457 | 4,008 |
Note i: Other expenses include expenses incurred for an initial public offering application in Hong Kong which was suspended in 2022. For the six months ended June 30, 2022 and 2023, the other expense also include expenses incurred in connection with the Business Combination. Refer to Note 5 Business Combination for further information.
No dividend was declared or paid by the Company during the six months ended June 30, 2022 and 2023, nor has any dividend been proposed since the period ended June 30, 2023.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
The calculations of the basic and diluted loss per share are based on the following data:
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (In thousands of US$, except per share data) | US$ | US$ | ||||||
| Loss: | ||||||||
| Loss for the period attributable to owners of the Company for the purpose of calculating basic loss per share | ( 150,694 | ) | ( 3,417 | ) | ||||
| Effect of dilutive potential ordinary shares: | ||||||||
| Gain on fair value change of Series C convertible preferred shares | ( 28,209 | ) | ||||||
| Loss for the period attributable to owners of the Company for the purpose of calculating diluted loss per share | ( 150,694 | ) | ( 31,626 | ) | ||||
| (In thousands, except per share data in US$) | ||||||||
| Number of shares: | ||||||||
| Weighted average number of ordinary shares for the purpose of calculating basic loss per share ('000) | 59,000 | 27,982 | ||||||
| Effect of dilutive potential ordinary share: | ||||||||
| Series C convertible preferred shares ('000) | 18,382 | |||||||
| Weighted average number of ordinary shares for the purpose of calculating diluted loss per share ('000) | 59,000 | 46,364 | ||||||
| Basic loss per common share | ( 2.55 | ) | ( 0.12 | ) | ||||
| Diluted loss per common share | ( 2.55 | ) | ( 0.68 | ) | ||||
| Weighted average number of common shares outstanding - Basic ('000) | 59,000 | 27,982 | ||||||
| Weighted average number of common shares outstanding - Diluted ('000) | 59,000 | 46,364 |
The diluted loss per share for the six months ended June 30, 2022 and 2023 does not include the effect of the following instruments held as of June 30, 2022 and 2023 as their inclusion would be anti-dilutive:
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| (note i) | ||||||||
| Number of series A1 convertible preferred shares ( Series A1 Preferred Shares ) | 9,465,755 | |||||||
| Number of series A2 convertible preferred shares ( Series A2 Preferred Shares ) | 5,259,171 | |||||||
| Number of series B convertible preferred shares ( Series B Preferred Shares ) | 21,313,962 | |||||||
| Number of series C convertible preferred shares ( Series C Preferred Shares ) | * | |||||||
| Unvested restricted shares | 496,752 | |||||||
| Share options | 12,708,781 | 9,659,941 | ||||||
| Apollomics Private Warrants | 619,400 | |||||||
| Apollomics Public Warrants | 10,350,000 | |||||||
| Penny Warrants | 57,500 |
Note i: The Exchange Ratio has been applied to these instruments to give effect to the Business Combination.
Note *: Series C Preferred Shares as of June 30, 2022 were dilutive potential ordinary shares and included in the calculation of the diluted loss per share for the six months ended June 30, 2022.
13.PLANT AND EQUIPMENT
The Group acquired US$337 thousand and US$6 thousand of equipment during the six months ended June 30, 2022 and 2023, respectively.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
14.RIGHT-OF-USE ASSETS
Lease agreements are entered into for fixed lease terms of 12 to 60 months, without extension and termination options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. In determining the lease term and assessing the length of the non-cancellable period, the Group applies the definition of a contract and determines the period for which the contract is enforceable. The Group recognized US$571 thousand and US$571 thousand of right-of-use assets and lease liabilities during the six months ended June 30, 2022, respectively, and recognized no right-of-use assets or lease liabilities during the six months ended June 30, 2023.
15.INTANGIBLE ASSETS