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INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Condensed Consolidated Interim Statements of Financial Position as of

Key Takeaway: Apollomics Inc. reported its condensed consolidated interim financial statements for the six months ending June 30, 2024. The company saw a substantial decrease in total assets from $55.4 million at the end of December 2023 to $34.6 million as of June 30, 2024. Loss before taxation improved to $35.2 million from $150.7 million in the prior year, indicating some operational adjustments. However, the overall financial health appears to be concerning with significant accumulated losses and declining non-current assets.

Market Sentiment Analysis

POSITIVE FACTORS

  • Total assets less current liabilities decreased less dramatically than anticipated.
  • Other income has increased significantly compared to the previous period.

CONCERNS & RISKS

  • Total assets decreased from $55,387 to $34,573, indicating a significant decline.
  • Loss before taxation improved marginally but remains very high at $35,206 compared to $150,684.

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INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Condensed Consolidated Interim Statements of Financial Position as of June 30, 2024 (Unaudited) and December 31, 2023 1
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss for the Six Months Ended June 30, 2024 and 2023 (Unaudited) 2
Condensed Consolidated Interim Statements of Shareholders' Equity for the Six Months Ended June 30, 2024 and 2023 (Unaudited) 3
Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited) 4
Notes to Condensed Consolidated Interim Financial Statements (Unaudited) 5
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(All amounts in thousands of $)
NOTES As of June 30, 2024 (Unaudited) As of December 31, 2023
Non-current assets
Plant and equipment, net 12 $ 124 $ 161
Right-of-use assets 13 1,177 425
Intangible assets, net 14 4,747 14,757
Rental deposits 113 119
Total non-current assets 6,161 15,462
Current assets
Deposits, prepayments and deferred expenses 15 2,483 2,108
Financial assets at fair value through profit and loss ("FVTPL") 22 - 5,761
Cash and cash equivalents 25,929 32,056
Total current assets 28,412 39,925
Total assets 34,573 55,387
Current liabilities
Other payables and accruals 18 8,877 9,162
Short term bank loans 3,508 4,236
Lease liabilities, current portion 264 158
Total current liabilities 12,649 13,556
Net current assets 15,763 26,369
Total assets less current liabilities 21,924 41,831
Non-current liabilities
Lease liabilities, noncurrent portion 951 267
Warrant liabilities at FVTPL 22 166 330
Total non-current liabilities 1,117 597
Net assets 20,807 41,234
Equity
Share capital 20 11 9
Share premium 666,521 661,474
Reserves 36,446 26,716
Accumulated losses ( 682,171 ) ( 646,965 )
Total equity $ 20,807 $ 41,234
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 $, except for per share data)
Six Months Ended June 30,
NOTES 2024 2023
Other income 7 $ 1,737 $ 401
Foreign exchange losses 8 ( 2 ) ( 2,104 )
Fair value change of financial assets at FVTPL 16 198 460
Fair value change of financial liabilities at FVTPL 22 164 676
Fair value change of convertible preferred shares 19 - ( 76,430 )
Research and development expenses ( 16,926 ) ( 16,518 )
Administrative expenses ( 10,153 ) ( 9,652 )
Impairment of an intangible asset ( 10,000 ) -
Finance costs ( 134 ) ( 60 )
Other expense 9 ( 90 ) ( 47,457 )
Loss before taxation ( 35,206 ) ( 150,684 )
Income tax expenses - ( 10 )
Loss and total comprehensive loss for the period, net of taxation, attributable to owners of the Company $ ( 35,206 ) $ ( 150,694 )
Loss per share
Basic loss per common share 11 $ ( 0.38 ) $ ( 2.55 )
Diluted loss per common share 11 $ ( 0.38 ) $ ( 2.55 )
Weighted average number of common shares outstanding - Basic and Diluted 11 93,740 59,000
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
(All amounts in thousands of $, 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
(note)
As of January 1, 2023 401,804,238 $ 41 6,930,235 $ ( 68 ) $ 12,279 $ 3,398 $ 10,830 $ ( 474,600 ) $ ( 448,120 )
Recapitalization of Apollomics at Exchange Ratio ( 373,003,312 ) ( 38 ) ( 6,433,483 ) - 38 - - - -
Adjusted Balances, beginning of period 28,800,926 $ 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 - - - - - - ( 198 ) 198 -
Exercise of share options (Note 20) 1 47,443 - - - 83 30 ( 30 ) - 83
Restricted share awards vested (Notes 20 and 21) 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) 54,420,956 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 20) - - - - - - 5,282 - 5,282
As of June 30, 2023 89,480,790 $ 9 - $ - $ 661,472 $ 3,431 $ 15,881 $ ( 625,096 ) $ 55,697
As of January 1, 2024 89,495,790 9 - - 661,474 3,435 23,281 ( 646,965 ) 41,234
Loss and total comprehensive loss for the period - - - - - - - ( 35,206 ) ( 35,206 )
Shares issued to PIPE Investors, net of transaction costs (Note 20) 19,166,666 2 - - 5,047 - - - 5,049
Shares issued to employees for compensation (Note 20) 1,238,582 - - - - - 1,506 - 1,506
Shares issued to board members for board fees (Note 20) 69,310 - - - - - - - -
Recognition of equity-settled share-based payment (Note 20) - - - - - - 8,224 - 8,224
As of June 30, 2024 109,970,348 $ 11 - $ - $ 666,521 $ 3,435 $ 33,011 $ ( 682,171 ) $ 20,807
Note: Other reserve includes amounts transferred from share-based payment reserve when the share options are exercised or the restricted shares are vested.
1 Consists of 435,833 Pre-Closing Apollomics Ordinary Shares issued for share 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 (the "Closing"). On April 26, 2023, additional share 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 shareholders' deficit above. As such, the net impact of the warrant reclassification on the condensed consolidated interim statements of changes in shareholders' 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 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 interim STATEMENTS OF CASH FLOWS (UNAUDITED)
(All amounts in thousands of $)
For the Six Months Ended June 30,
2024 2023
OPERATING ACTIVITIES
Loss before taxation $ ( 35,206 ) $ ( 150,684 )
Adjustments for:
Interest income - ( 373 )
Depreciation of plant and equipment 25 49
Depreciation of right-of-use assets 164 297
Amortization of intangible assets 10 11
Impairment loss on intangible assets 10,000 -
Realized foreign currency (gains) losses - ( 860 )
Fair value change of financial assets at FVTPL - ( 460 )
Fair value change of financial liabilities at FVTPL ( 164 ) ( 676 )
Fair value change of preferred shares - 76,430
IFRS 2 listing expense - 45,524
Share-based payment expenses 8,224 5,282
Loss on sale of plant and equipment 15 -
Unrealized foreign currency loss - 2,961
Operating cash flows before movements in working capital ( 16,932 ) ( 22,499 )
(Increase) decrease in deposits, prepayments and deferred expenses ( 375 ) ( 1,583 )
Increase in accounts payable and accrued offering costs - 947
Increase (decrease) in other payables and accruals 1,319 ( 1,252 )
NET CASH USED IN OPERATION ( 15,988 ) ( 24,387 )
Taxation paid - ( 10 )
NET CASH USED IN OPERATING ACTIVITIES ( 15,988 ) ( 24,397 )
INVESTING ACTIVITIES
Interest received - 373
Proceeds from redemption of time deposits - 4,307
Placement of time deposits - ( 4,048 )
Purchase of plant and equipment ( 24 ) ( 6 )
Proceeds from disposal of plant and equipment 4 -
Placement of FVTPL - ( 873 )
Proceeds from disposal of assets at FVTPL 5,761 -
Refund of rental deposits 6 5
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES 5,747 ( 242 )
FINANCING ACTIVITIES
Proceeds from PIPE Financings and Business Combination, net of transaction costs 5,049 20,249
Payment of deferred underwriting fees - ( 2,779 )
Repayment of bank loans ( 1,412 ) -
Proceeds from bank loans 702 -
Proceeds from issue of shares upon exercise of share options - 83
Interest paid ( 135 ) ( 60 )
Repayment of lease liabilities ( 84 ) ( 252 )
NET CASH FROM FINANCING ACTIVITIES 4,120 17,241
Effects of Exchange Rate Changes on Cash and Cash Equivalents ( 6 ) 19
NET (DECREASE) IN CASH AND CASH EQUIVALENTS ( 6,127 ) ( 7,379 )
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 32,056 32,675
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 25,929 $ 25,296
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Restricted share awards vested $ - $ 68
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
Establishment of lease right-of-use assets and associated lease liabilities 911 -
Restricted shares and share options issued in lieu of accrued compensation 1,506 -
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 from 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 San Francisco, California and its discovery and China drug development team in Hangzhou and Shanghai, China.
On March 29, 2023 (the "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.
The unaudited condensed consolidated interim financial statements are presented in U.S. dollars ("$"). The Company's subsidiaries included in the unaudited condensed consolidated interim 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
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
Project Max SPAC Merger Sub, Inc. Delaware, United States August 19, 2022 Investment holding
2.BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED interim 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.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
Based upon our 2024 operating plan, and our balance of cash and cash equivalents of $25.9 million as of June 30, 2024, we estimate that we will have sufficient liquidity to continue as a going concern through at least June 30, 2025, and into the third quarter of 2025. We will require additional capital, from equity, debt or strategic partnerships, to continue as a going concern in the future. It is uncertain whether such capital will be available in amounts or on terms acceptable to us, if at all. If we are not able to obtain additional capital to meet our cash requirements in the future, our business, financial condition, results of operations and prospects could be materially and adversely affected. There can be no assurance that management's attempts to raise additional capital will be successful, and could ultimately result in reassessing the Company's ability to continue as a going concern.
3.PRINCIPAL ACCOUNTING POLICIES
The unaudited condensed consolidated interim 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 interim financial statements for the six months ended June 30, 2023 and 2024 are the same as those presented in the Group's annual financial statements for the year ended December 31, 2023.
Application of amendments to IFRSs
For the purposes of preparing and presenting the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2024, 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, 2024:
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 interim financial statements.
4.CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the unaudited condensed consolidated interim 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 interim 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, 2023.
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:
a.Each Apollomics ordinary share assumed outstanding immediately prior to the closing of the Business Combination, which totaled 401,804,238 shares (other than the exercise of share options), was exchanged for the right to receive 0.071679 shares of post-closing Apollomics Ordinary Shares (the "Exchange Ratio"). The resulting issuance totaled 28,800,926 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 was 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 were automatically converted into Class A Ordinary Shares on a one-to-one basis upon the end of
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
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.
b.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.
c.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.
d.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.
e.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) could not be transferred, assigned or sold until September 29, 2023, the date that was six months after the Closing Date, pursuant to the Lock-Up Agreement effective at the Closing Date.
f.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.
g.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.
h.Prior to the closing of the Business Combination, one Apollomics share 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 0.071679 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 Ordinary 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 ordinary shares 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 54,420,956
Issuance of Post-Closing Apollomics Ordinary Shares in connection with the Business Combination due to exercise of pre-closing Apollomics share 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 share options (note i) 57,994,911
Note i: In addition to the 57,994,911 shares specified above, the following shares were included in the total 89,495,790 Post-Closing Apollomics Ordinary Shares outstanding as of December 31, 2023 on the consolidated statement of changes in shareholders' deficit: (1) 28,800,926 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, and (3) 16,202 Post-Closing Apollomics Ordinary Shares were outstanding as a result of the exercise of share options in April 2023, and 15,000 Ordinary Shares as a result of the exercise of share options in November 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 $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:
Fair Value (in thousands)
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, 2023 and 2024, 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,
2024 2023
(In thousands)
Interest income $ 167 $ 373
Other income (note i) 1,570 28
$ 1,737 $ 401
Note i: The Company recognized $1.0 million of other income related to a license agreement that the Company determined in the current year to no longer provide negotiation rights to the licensee, and $0.5 million of income for a liability that was extinguished in the current year.
8.FOREIGN EXCHANGE GAINS AND LOSSES
For the six months ended June 30,
2024 2023
(In thousands)
Foreign exchange loss, net $ ( 2 ) $ ( 2,104 )
The Company primarily operates in the U.S., People's Republic of China ("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, 2023 or 2024. 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.loss for the period
For the six months ended June 30,
2024 2023
(In thousands)
Loss for the period has been arrived at after charging:
Staff costs:
Salaries and other allowances $ 4,748 $ 5,092
Retirement benefits scheme contributions 218 374
Share-based payment expenses 8,224 5,282
Total staff costs 13,190 10,748
Depreciation of plant and equipment 25 49
Depreciation of right-of-use assets 164 297
Amortization of intangible assets 10 11
Other expense (note i) 90 47,457
Note i: For the six months ended June 30, 2023, other expense includes those 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, 2023 and 2024, nor has any dividend been proposed since the period ended June 30, 2024.
The calculations of the basic and diluted loss per share are based on the following data:
For the six months ended June 30,
2024 2023
(In thousands, except per share data)
Loss:
Loss for the period attributable to owners of the Company for the purpose of calculating basic loss per share $ ( 35,206 ) $ ( 150,694 )
Number of shares:
Weighted average number of Ordinary Shares for the purpose of calculating basic and diluted loss per share 93,740 59,000
Loss per Ordinary Shares Outstanding - Basic and Diluted $ ( 0.38 ) $ ( 2.55 )
Weighted average number of Ordinary Shares outstanding - Basic and Diluted 93,740 59,000
The diluted loss per share for the six months ended June 30, 2023 and 2024 does not include the effect of the following instruments held as of June 30, 2023 and 2024 as their inclusion would be anti-dilutive:
As of June 30,
(In thousands) 2024 2023
Unvested restricted shares 364 -
Share options 24,167 12,709
Apollomics Private Warrants 619 619
Apollomics Public Warrants 10,350 10,350
Penny Warrants 58 58
12.PLANT AND EQUIPMENT
The Group acquired $6 thousand and $24 thousand of equipment during the six months ended June 30, 2023 and 2024, respectively.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
13.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 no right-of-use assets or lease liabilities during the six months ended June 30, 2023, respectively, and recognized right-of-use assets of $0.9 million and lease liabilities of $0.9 million during the six months ended June 30, 2024.
14.INTANGIBLE ASSETS
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses, if any. Amortization for intangible assets with finite useful lives is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets not yet available for use that are acquired separately are carried at cost less any subsequent accumulated impairment losses.
On May 6, 2024, GlycoMimetics, our licensor of uproleselan in China, announced negative results from its pivotal Phase 3 study of uproleselan in relapsed or refractory acute myeloid leukemia. We have been conducting a Phase 3 bridging study of uproleselan in China for the same indication. We believe that positive results from the GlycoMimetics global study was necessary for approval of uproleselan in China for this indication. Therefore, as a result of these negative Phase 3 results from GlycoMimetics, the Company determined the recoverable amount was lower than the carrying value of the intangible asset and recorded an impairment loss of $10.0 million to write down the full value of our intangible asset for this program.
As of December 31, 2023, the Company's intangibles had a total cost of $14.9 million and accumulated amortization of $0.1 million, for a net book value totaling $14.8 million. As of June 30, 2024, the Company's intangibles had a total cost of $4.8 million and accumulated amortization of $0.1 million, for a net book value totaling $4.7 million.
15.DEPOSITS, PREPAYMENTS AND DEFERRED EXPENSES

Frequently Asked Questions

What is included in the condensed consolidated interim financials?

The financials comprise statements of financial position, loss, shareholders' equity, and cash flows for the periods ending June 30, 2024, and 2023.

What were the total assets as of June 30, 2024?

Total assets as of June 30, 2024, amounted to $34,573,000.

What was the loss before taxation for June 2024?

The loss before taxation for the six months ended June 30, 2024, was $35,206,000.

How much were net assets as of June 30, 2024?

Net assets as of June 30, 2024, were reported at $20,807,000.

What was the basic loss per share for June 2024?

The basic loss per common share for June 2024 was $(0.38).

Last updated: Aug 14, 2024