Full Press Release Details
UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS FOR THE
THREE AND NINE MONTHS ENDED
Condensed consolidated interim statement of comprehensive income
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||
| Note | $'000 | $'000 | $'000 | $'000 | |||||||||||||
| Operating expenses | |||||||||||||||||
| Research and development | (2,556 | ) | (55 | ) | (5,202 | ) | (105 | ) | |||||||||
| General and administration | (2,110 | ) | (5 | ) | (3,277 | ) | (16 | ) | |||||||||
| Loss from operations | (4,666 | ) | (60 | ) | (8,479 | ) | (121 | ) | |||||||||
| Finance expense | (3 | ) | - | (9 | ) | - | |||||||||||
| Foreign currency translation differences | 2,832 | - | 3,377 | - | |||||||||||||
| Loss for the period | (1,837 | ) | (60 | ) | (5,111 | ) | (121 | ) | |||||||||
| Other comprehensive income/(expense) | |||||||||||||||||
| Items that may be reclassified to profit or loss | |||||||||||||||||
| Currency translation adjustment | (2,845 | ) | 15 | (3,533 | ) | 15 | |||||||||||
| Total comprehensive loss for the period | (4,682 | ) | (45 | ) | (8,644 | ) | (106 | ) | |||||||||
| Attributable to owners: | |||||||||||||||||
| Loss for the period | (1,837 | ) | (60 | ) | (5,111 | ) | (121 | ) | |||||||||
| Comprehensive loss for the period | (2,845 | ) | 15 | (3,533 | ) | 15 | |||||||||||
| Loss per share | |||||||||||||||||
| Basic and diluted loss per share (in USD) | 12 | (0.035 | ) | (0.002 | ) | (0.125 | ) | (0.004 | ) |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Condensed consolidated interim statement of financial position
| At September 30, | At December 31, | |||||||||||
| 2021 | 2020 | |||||||||||
| Note | $'000 | $'000 | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash | 280,745 | 5,895 | ||||||||||
| Other current assets | 5 | 4,816 | 17 | |||||||||
| Total current assets | 285,561 | 5,912 | ||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 73 | - | ||||||||||
| Total non-current assets | 73 | - | ||||||||||
| Total assets | 285,634 | 5,912 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Trade payables | 6 | 1,214 | 1 | |||||||||
| Other current liabilities | 7 | 819 | 245 | |||||||||
| Total current liabilities | 2,033 | 246 | ||||||||||
| Total liabilities | 2,033 | 246 | ||||||||||
| Equity attributable to owners | ||||||||||||
| Share capital | 8 | 1,301 | 871 | |||||||||
| Share premium | 8 | 291,448 | 5,430 | |||||||||
| Other reserves | 131 | - | ||||||||||
| Foreign currency translation reserve | (3,333 | ) | 200 | |||||||||
| Accumulated deficit | (5,946 | ) | (835 | ) | ||||||||
| Total equity | 283,601 | 5,666 | ||||||||||
| Total liabilities and equity | 285,634 | 5,912 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Condensed consolidated interim statement of changes in equity
| Attributable to owners | ||||||||||||||||||||||||
| Share capital | Share premium | Other reserves | Foreign currency translation reserve | Accumulated deficit | Total | |||||||||||||||||||
| $'000 | $'000 | $'000 | $'000 | $'000 | $$'000 | |||||||||||||||||||
| Note 8 | Note 10 | |||||||||||||||||||||||
| At January 1, 2021 | 871 | 5,430 | - | 200 | (835 | ) | 5,666 | |||||||||||||||||
| Loss for the period | - | - | - | - | (5,111 | ) | (5,111 | ) | ||||||||||||||||
| Translation adjustment | - | - | - | (3,533 | ) | - | (3,533 | ) | ||||||||||||||||
| Total comprehensive loss for the period | - | - | - | (3,533 | ) | (5,111 | ) | (8,644 | ) | |||||||||||||||
| Share-based compensation expense | - | - | 131 | - | - | 131 | ||||||||||||||||||
| Corporate reorganization | (112 | ) | 112 | - | - | - | - | |||||||||||||||||
| Issue of share capital | 542 | 285,906 | - | - | - | 286,448 | ||||||||||||||||||
| Total transactions with owners | 430 | 286,018 | 131 | - | - | 286,579 | ||||||||||||||||||
| At September 30, 2021 | 1,301 | 291,448 | 131 | (3,333 | ) | (5,946 | ) | 283,601 | ||||||||||||||||
| At January 1, 2020 | 801 | - | - | (12 | ) | (389 | ) | 400 | ||||||||||||||||
| Loss for the period | - | - | - | - | (121 | ) | (121 | ) | ||||||||||||||||
| Translation adjustment | - | - | - | 15 | - | 15 | ||||||||||||||||||
| Total comprehensive loss for the period | - | - | - | 15 | (121 | ) | (106 | ) | ||||||||||||||||
| At September 30, 2020 | 801 | - | - | 3 | (510 | ) | 294 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Condensed consolidated interim statement of cash flows
| Nine months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| $'000 | $'000 | |||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | (5,111 | ) | (121 | ) | ||||
| Depreciation | 10 | - | ||||||
| Share-based compensation expense | 131 | - | ||||||
| Finance expense | 9 | - | ||||||
| Foreign exchange translation differences | (3,377 | ) | - | |||||
| Movement in working capital | (3,178 | ) | (60 | ) | ||||
| Cash flows used in operating activities | (11,516 | ) | (181 | ) | ||||
| Interest paid | (9 | ) | - | |||||
| Net cash used in operating activities | (11,525 | ) | (181 | ) | ||||
| Cash flows used in investing activities | ||||||||
| Purchase of property, plant and equipment | (85 | ) | - | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from capital contributions | 309,200 | - | ||||||
| Transaction costs from capital contributions | (22,582 | ) | - | |||||
| Net cash flows from financing activities | 286,618 | - | ||||||
| Net increase/(decrease) in cash | 275,008 | (181 | ) | |||||
| Cash at the beginning of the period | 5,895 | 498 | ||||||
| Impact of foreign exchange on cash | (158 | ) | 16 | |||||
| Cash at the end of the period | 280,745 | 333 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)
GH Research PLC (the "Company") was incorporated on March 29, 2021. The registered office of the Company is located at 28 Baggot Street
Lower, Dublin 2, Ireland.
The Company and its subsidiary, GH Research Ireland Limited, (together the "Group" or "GH Research") are a clinical-stage
biopharmaceutical company dedicated to transforming the treatment of psychiatric and neurological disorders. Its initial focus is on developing the novel and proprietary 5-MeO-DMT therapies for the treatment of patients with Treatment Resistant
Depression, or TRD. Its portfolio currently includes GH001, a proprietary inhalable 5-MeO-DMT product candidate, GH002, a proprietary injectable 5-MeO-DMT product candidate, and GH003, a proprietary intranasal 5-MeO-DMT product candidate.
On April 8, 2021, GH Research Ireland Limited issued 25,379,047 Series B preferred shares (which were redesignated into 10,151,618
ordinary shares of GH Research PLC prior to the closing of the initial public offering). The net proceeds of this issuance were $118.8 million, after deducting directly attributable transaction costs of $6.4 million.
On June 29, 2021, the Company completed an initial public offering ("IPO") on the Nasdaq Global Market ("Nasdaq") in which it issued and
sold an aggregate of 11,499,999 ordinary shares at $16.00 per share, which included 1,499,999 ordinary shares issued and sold pursuant to the underwriters' exercise in full of their option to purchase additional ordinary shares. The net proceeds of the
offering were $167.6 million, after deducting underwriting discounts and estimated directly attributable transaction costs of $16.4 million.
These unaudited condensed consolidated interim financial statements were presented to the board of directors and approved by them for
issue on December 6, 2021.
Basis of preparation
Compliance with International Financial Reporting Standards
The unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2021 have been
prepared in accordance with IAS 34 "Interim Financial Reporting". The unaudited condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction
with the financial statements of GH Research Ireland Limited for the year ended December 31, 2020 which were prepared in accordance with International Financial Reporting Standards ("IFRS"). These unaudited condensed consolidated interim financial
statements are presented in U.S. dollar ("USD" or "$"), which is the Company's functional currency and the Group's presentation currency.
The incorporation of GH Research PLC is accounted for as a capital reorganization and the comparatives are presented on that basis.
The financial information presented in this interim report does not represent full statutory accounts as defined by the Companies Act
2014. The statutory accounts of GH Research Ireland Limited for the year ended December 31, 2020, are expected to be filed with the Companies Registration Office by December 9, 2021. GH Research Ireland Limited was exempt from a statutory audit for the
year ended December 31, 2020.
New and amended IFRS standards
There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January
1, 2021, that are relevant to the Group and that have had any impact in the interim period. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Company as currently not relevant, are not
GH Research is a clinical-stage biopharmaceutical company developing innovative therapeutics. The Group is exposed to all risks inherent
in establishing and developing its business, including the substantial uncertainty that current projects will succeed. Research and development expenses have been incurred from the start of the Group's activities, generating negative cash flows from
operating activities since formation.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)
Since its incorporation, the Group has funded its growth through capital increases. The Group has never taken bank loans nor otherwise
incurred debt on its balance sheet. As a result, the Group is not exposed to liquidity risk through requests for early repayment of loans.
As of September 30, 2021, the Group's cash amounted to $280.7 million (December 31, 2020: $5.9 million).
The board of directors believes that the Group has sufficient financial resources available to cover its planned cash outflows for at
least the next twelve months from the date of issuance of these unaudited condensed consolidated interim financial statements. The Group, therefore, continues to adopt the going concern basis in preparing its unaudited condensed consolidated interim
financial statements.
Use of estimates and judgments
The preparation of the unaudited condensed consolidated interim financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these unaudited condensed consolidated interim financial statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of estimation uncertainty included those that applied to the financial statements of GH Research Ireland Limited for the year ended December 31, 2020.
The accounting policies, presentation and methods of computation followed in the unaudited condensed consolidated interim financial
statements are consistent with those applied in the Group's most recent annual financial statements and have been applied consistently to all periods presented in the unaudited condensed consolidated interim financial statements.
The unaudited condensed consolidated interim financial statements incorporate the financial statements of the Company and its subsidiary,
GH Research Ireland Limited. Subsidiaries are all entities over which the Company has control. Control is achieved when the Company has power over an entity, is exposed to or has rights to variable returns from its involvement with the entity and has
the ability to affect returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. All intercompany transactions
have been eliminated.
Foreign currency translation
The functional currency of the Company is the U.S. dollar given it is listed on NASDAQ and its fundraising activities are in U.S. dollars.
The functional currency of its subsidiary, GH Research Ireland Limited, is euro due to its expenses being mainly incurred in euro. The condensed consolidated interim financial statements are presented in U.S. dollar which is the Group's presentation
Items included in the financial statement of the Company's subsidiary are measured using the currency of the primary economic environment
in which the entity operates which is the euro.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the condensed consolidated interim statement of financial position date. The subsidiary is holding a U.S. cash balance and, as a result of the
accounting treatment, when it is translated to euro in the subsidiary accounts, it results in a foreign currency translation difference in the income statement. On consolidation, the subsidiary's assets and liabilities in foreign currencies are
retranslated and the resulting foreign currency difference goes through the foreign currency translation reserve.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)
Property, plant and equipment
Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the
respective assets, which are as follows:
| Estimated Useful Life | ||
| IT equipment | 3 years | |
| Office equipment | 3 years | |
| Medical equipment | 2 years |
Share-based compensation expense
The fair value of options granted under the share option plan is recognized as a share-based compensation expense with a corresponding
increase in equity. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
Incremental transaction costs are capitalized as incurred and are shown in equity as a deduction, net of tax, from the proceeds received
from financing rounds and the initial public offering. If the equity instruments are not subsequently issued, the transaction costs would be expensed.
Cash represents cash held on bank current accounts and is carried at amortized cost. The Company's cash balance is maintained with well
established, highly rated financial institutions. As of September 30, 2021, the cash balance is held at one bank that has S&P's credit rating of BBB+. The majority of the cash balance is held in U.S. dollars.
Fair value estimation
At September 30, 2021, the carrying amount is considered to be identical to the fair value for the following financial assets and
- Other current assets
- Trade payables and other current liabilities
Current and deferred income tax
Taxes on income are accrued in the same periods as the revenues and expenses to which they relate. Current income tax assets and
liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. No current tax charge was recognized in the three and nine months ended 30 September 2021 and 2020, respectively, as no
amount is expected to be payable or recoverable on the taxable results for those periods.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against
which the temporary differences or the unused tax losses can be utilized. Deferred income tax assets from tax credit carry-forwards are recognized to the extent that the national tax authority confirms the eligibility of such a claim and that the
realization of the related tax benefit through future taxable profits is probable.
Management considers the Group to have only a single segment: Research and Development ("R&D"). This is consistent with the way that
information is reported internally within the Group for the purpose of allocating resources and assessing performance.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)
During the three and nine months ended September 30, 2021 and 2020, the Company incurred research and development expenses as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||
| $'000 | $'000 | $'000 | $'000 | ||||||||||||||
| External costs | 2,110 | 55 | 4,424 | 105 | |||||||||||||
| Employee expenses | 441 | - | 770 | - | |||||||||||||
| Depreciation of property, plant and equipment | 5 | - | 8 | - | |||||||||||||
| Total research and development expenses | 2,556 | 55 | 5,202 | 105 |
The increase in external costs relates to the increase in technical development and clinical trial activity. The increase in employee