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Unaudited condensed consolidated interim statement of comprehensive income
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||
| Note | $'000 | $'000 | $'000 | $'000 | |||||||||||||
| Operating expenses | |||||||||||||||||
| Research and development | (4,620 | ) | (2,556 | ) | (13,574 | ) | (5,202 | ) | |||||||||
| General and administration | (2,006 | ) | (2,110 | ) | (7,808 | ) | (3,277 | ) | |||||||||
| Loss from operations | (6,626 | ) | (4,666 | ) | (21,382 | ) | (8,479 | ) | |||||||||
| Finance expense | - | (3 | ) | - | (9 | ) | |||||||||||
| Foreign exchange gain | 6,185 | 2,832 | 15,512 | 3,377 | |||||||||||||
| Loss before tax | (441 | ) | (1,837 | ) | (5,870 | ) | (5,111 | ) | |||||||||
| Tax charge/(credit) | - | - | - | - | |||||||||||||
| Loss for the period | (441 | ) | (1,837 | ) | (5,870 | ) | (5,111 | ) | |||||||||
| Other comprehensive expense | |||||||||||||||||
| Items that may be reclassified to profit or loss | |||||||||||||||||
| Currency translation adjustment | (6,464 | ) | (2,845 | ) | (15,779 | ) | (3,533 | ) | |||||||||
| Total comprehensive loss for the period | (6,905 | ) | (4,682 | ) | (21,649 | ) | (8,644 | ) | |||||||||
| Attributable to owners: | |||||||||||||||||
| Loss for the period | (441 | ) | (1,837 | ) | (5,870 | ) | (5,111 | ) | |||||||||
| Comprehensive loss for the period | (6,464 | ) | (2,845 | ) | (15,779 | ) | (3,533 | ) | |||||||||
| Loss per share | |||||||||||||||||
| Basic and diluted loss per share (in USD) | 10 | (0.008 | ) | (0.035 | ) | (0.113 | ) | (0.125 | ) |
Unaudited condensed consolidated interim statement of financial position
| At September 30, | At December 31, | ||||||||||
| 2022 | 2021 | ||||||||||
| Note | $'000 | $'000 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | 256,939 | 276,776 | |||||||||
| Other current assets | 4 | 3,100 | 3,066 | ||||||||
| Total current assets | 260,039 | 279,842 | |||||||||
| Non-current assets | |||||||||||
| Property, plant and equipment | 84 | 82 | |||||||||
| Total non-current assets | 84 | 82 | |||||||||
| Total assets | 260,123 | 279,924 | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Trade payables | 5 | 1,750 | 883 | ||||||||
| Other current liabilities | 6 | 1,635 | 1,866 | ||||||||
| Total current liabilities | 3,385 | 2,749 | |||||||||
| Total liabilities | 3,385 | 2,749 | |||||||||
| Equity attributable to owners | |||||||||||
| Share capital | 1,301 | 1,301 | |||||||||
| Additional paid-in-capital | 291,448 | 291,448 | |||||||||
| Other reserves | 1,578 | 366 | |||||||||
| Foreign currency translation reserve | (21,682 | ) | (5,903 | ) | |||||||
| Accumulated deficit | (15,907 | ) | (10,037 | ) | |||||||
| Total equity | 256,738 | 277,175 | |||||||||
| Total liabilities and equity | 260,123 | 279,924 |
Unaudited condensed consolidated interim statement of changes in equity
| Attributable to owners | ||||||||||||||||||||||||
| Share capital | Additional paid in capital | Other reserves | Foreign currency translation reserve | Accumulated deficit | Total | |||||||||||||||||||
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |||||||||||||||||||
| 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, 2022 | 1,301 | 291,448 | 366 | (5,903 | ) | (10,037 | ) | 277,175 | ||||||||||||||||
| Loss for the period | - | - | - | - | (5,870 | ) | (5,870 | ) | ||||||||||||||||
| Translation adjustment | - | - | - | (15,779 | ) | - | (15,779 | ) | ||||||||||||||||
| Total comprehensive loss for the period | - | - | - | (15,779 | ) | (5,870 | ) | (21,649 | ) | |||||||||||||||
| Share-based compensation expense | - | - | 1,212 | - | - | 1,212 | ||||||||||||||||||
| Total transactions with owners | - | - | 1,212 | - | - | 1,212 | ||||||||||||||||||
| At September 30, 2022 | 1,301 | 291,448 | 1,578 | (21,682 | ) | (15,907 | ) | 256,738 |
Unaudited condensed consolidated interim statement of cash flows
| Nine months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| $'000 | $'000 | |||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | (5,870 | ) | (5,111 | ) | ||||
| Depreciation | 34 | 10 | ||||||
| Share-based compensation expense | 1,212 | 131 | ||||||
| Finance expense | - | 9 | ||||||
| Foreign exchange gain | (15,512 | ) | (3,377 | ) | ||||
| Movement in working capital | 804 | (3,178 | ) | |||||
| Cash flows used in operating activities | (19,332 | ) | (11,516 | ) | ||||
| Finance expense paid | - | (9 | ) | |||||
| Net cash used in operating activities | (19,332 | ) | (11,525 | ) | ||||
| Cash flows used in investing activities | ||||||||
| Purchase of property, plant and equipment | (49 | ) | (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 (decrease)/increase in cash | (19,381 | ) | 275,008 | |||||
| Cash at the beginning of the period | 276,776 | 5,895 | ||||||
| Impact of foreign exchange on cash | (456 | ) | (158 | ) | ||||
| Cash at the end of the period | 256,939 | 280,745 |
| GH RESEARCH PLC |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
1. Corporate information
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.
These unaudited condensed consolidated interim financial statements were presented to the board of directors and approved by them on November 10, 2022.
2. Basis of preparation, significant judgments, and accounting policies
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, 2022, 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 consolidated financial statements for the year ended December 31,
2021 which were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). 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.
On May 27, 2021, as part of the corporate reorganization, all shareholders of GH Research Ireland Limited exchanged each of the shares held by them in GH Research Ireland Limited for shares of GH Research PLC of the
same share classes with the same shareholders rights as the shares held by them in GH Research Ireland Limited, and as a result, GH Research Ireland Limited became a wholly-owned subsidiary of GH Research PLC. The financial information presented
prior to the incorporation of GH Research PLC relates solely to GH Research Ireland Limited.
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 PLC for the year ended December 31,
2021, were filed with the Companies Registration Office on November 2, 2022.
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, 2022, that are relevant to the Group and that have had any material impact
in the interim period. New standards, amendments to standards and interpretations that are not yet effective, have been deemed by the Group as currently not relevant and are not listed here.
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.
Since its incorporation, the Group has funded its growth through capital increases. The Group has no bank loans or other debt outstanding as of September 30, 2022. As a result, the Group is not exposed to liquidity
risk through requests for early repayment of loans.
As of September 30, 2022, the Group's cash amounted to $256.9 million (December 31, 2021: $276.8 million).
| GH RESEARCH PLC | |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued) |
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 judgments, 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 judgments made by management in applying the Group's accounting policies and the key sources of
estimation uncertainty included those that applied to the consolidated financial statements for the year ended December 31, 2021.
Significant accounting policies
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. These condensed consolidated interim financial statements are presented in U.S. dollar which is the Group's presentation currency.
Items included in the financial statements 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 unaudited 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 exchange gain or loss 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.
Cash and cash equivalents
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. The majority of the cash
balance is held in U.S. dollars.
| GH RESEARCH PLC | |
| NOTES TO THE UNAUDITED 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.
Fair value estimation
At September 30, 2022, the carrying amount is a reasonable approximation of fair value for the following financial assets and liabilities:
Current and deferred income tax
The tax expense for the financial period comprises current and deferred tax. Tax is recognized in the unaudited condensed consolidated income statement, except to the extent that it relates to items recognized in
other comprehensive income or directly in equity. In this case the related tax is recognized in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date where the Group generates taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Taxes on income are accrued in the same financial period as the revenues and expenses to which they relate. Current income tax assets and liabilities for the current financial period are measured at the amount
expected to be recovered from or paid to the taxation authorities.
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 chargeable.
The interim income tax expense is calculated based on the Company's estimate of the weighted average effective annual income tax rate expected for the full year. The current and deferred income tax charge was $nil
for the nine months ended September 30, 2022 and 2021 which is in line with the Company's estimate for the full year. No deferred tax assets have been recognized as there is no certainty that sufficient taxable profits will be generated within the
required timeframe to be able to utilize these tax loss carry-forwards in full.
| GH RESEARCH PLC | |
| NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued) |
Research and development expenses
Research and development expenses consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, travel, and external costs of outside vendors
engaged to conduct clinical development activities, clinical trials, technical development activities and the cost to manufacture clinical trial materials. Research expenditure is recognized as an expense in the period in which it is incurred.
General and administrative expenses
General and administrative expenses relate to the administration of the Group including salaries, share-based compensation and benefits, travel and external costs including legal and professional fees.
Basic earnings and loss per share are calculated by dividing the net profit or loss attributable to shareholders by the weighted average number of shares in issue during the period. Diluted earnings per share is
calculated using the treasury method which adjusts for the potential dilutive effect of outstanding share options if such share options are dilutive for the periods presented.
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.
3. Expenses by nature
The following table provides the consolidated statement of comprehensive income classification of our expense by nature:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $'000 | $'000 | $'000 | $'000 | |||||||||||||
| External research and development expenses | 3,428 | 2,055 | 10,429 | 4,265 | ||||||||||||
| Employee expenses 1 | 1,064 | 440 | 2,887 | 769 | ||||||||||||
| Depreciation | 7 | 5 | 22 | 7 | ||||||||||||
| Other expenses | 121 | 56 | 236 | 161 | ||||||||||||
| Total research and development expenses | 4,620 | 2,556 | 13,574 | 5,202 | ||||||||||||
| External costs | 1,464 | 1,739 | 6,145 | 2,604 | ||||||||||||
| Employee expenses 2 | 537 | 370 | 1,651 | 670 | ||||||||||||
| Depreciation | 5 | 1 | 12 | 3 | ||||||||||||
| Total general and administrative expenses | 2,006 | 2,110 | 7,808 | 3,277 | ||||||||||||
| Total operating expenses | 6,626 | 4,666 | 21,382 | 8,479 |
1 Included in employee expenses is share based compensation expense of $0.2 million and $0.7m for the three and nine months ended September 20, 2022, relating to employees in our research and development department.
2 Included in employee expenses is share based compensation expense of $0.2 million and $0.5m for the three and nine months ended September 20, 2022, relating to employees in our general and administrative department.
The increase in operating expenses in the three and nine months ended September 30, 2022, is primarily due to increased expenditure as the business continues to expand and grow, including the continued development of the Group's product
candidates. Employee expenses have also increased and relate to the hiring of personnel to support this increased activity.