EX-99.1 2 dp98362_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

 

Unaudited Condensed Consolidated Interim Financial Statements as of September 30, 2018 and December 31, 2017 and for the Three and Nine Months Ended September 30, 2018 and 2017

 

 

Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income or Loss
Condensed Consolidated Interim Statement of Financial Position
Condensed Consolidated Interim Statement of Changes in Equity
Condensed Consolidated Interim Statement of Cash Flows
Notes to the Condensed Consolidated Interim Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income or Loss (unaudited)
For the Three and Nine Months Ended September 30, 2018 and 2017 (in CHF)

 

      THREE MONTHS
ENDED SEPTEMBER 30
  NINE MONTHS
ENDED SEPTEMBER 30
   Note  2018  2017  2018  2017
Research and development      (1,697,045)   (4,221,324)   (6,654,666)   (14,925,642)
General and administrative      (1,170,244)   (1,336,217)   (3,629,665)   (3,997,373)
Operating loss      (2,867,289)   (5,557,541)   (10,284,331)   (18,923,015)
Interest income          7,788        53,563 
Interest expense  4   (123,038)   (416,956)   (979,195)   (1,248,400)
Foreign currency exchange (loss)/gain, net      (114,011)   1,650    (179,925)   (929,386)
Revaluation gain/loss from derivative financial instruments  4,5   223,904    (55,613)   4,131,862    1,705,018 
Transaction costs  5   (108,809)       (520,125)   (506,234)
Loss before tax      (2,989,243)   (6,020,672)   (7,831,714)   (19,848,454)
Income tax gain  3   8,726    8,191    26,179    24,573 
Net loss attributable to owners of the Company      (2,980,517)   (6,012,481)   (7,805,535)   (19,823,881)
Other comprehensive income:                       
Items that will never be reclassified to
profit or loss
                       
Remeasurement of defined benefit liability, net of taxes of CHF 0.00      209,760    94,463    1,294,862    378,100 
Items that are or may be reclassified to
profit or loss
                       
Foreign currency translation differences, net of taxes of CHF 0.00      5,913    (4,594)   (13,116)   55,316 
Other comprehensive income, net of taxes of CHF 0.00      215,673    89,869    1,281,746    433,416 
Total comprehensive loss attributable
to owners of the Company
      (2,764,844)   (5,922,612)   (6,523,789)   (19,390,465)
                        
Basic and diluted loss per share  8   (0.14)   (1.36)   (0.71)   (4.65)

 

The accompanying notes form an integral part of these condensed consolidated interim financial statements

 

 

 

Condensed Consolidated Interim Statement of Financial Position (unaudited)
As of September 30, 2018 and December 31, 2017 (in CHF)

 

   Note  SEPTEMBER 30,
2018
  DECEMBER 31,
2017
ASSETS         
Non-current assets             
Property and equipment      44,948    252,899 
Intangible assets      1,663,763    1,629,100 
Derivative financial instruments      252,351     
Other non-current financial assets      15,996    76,710 
Total non-current assets      1,977,058    1,958,709 
              
Current assets             
Other receivables      309,143    241,281 
Prepayments      507,329    652,913 
Cash and cash equivalents      5,257,881    14,973,369 
Total current assets      6,074,353    15,867,563 
              
Total assets      8,051,411    17,826,272 
              
EQUITY AND LIABILITIES             
Equity             
Share capital  5   481,322    19,349,556 
Share premium      141,338,018    114,648,228 
Foreign currency translation reserve      (46,163)   (33,047)
Accumulated deficit      (142,514,194)   (136,126,946)
Total shareholders' equity attributable to owners of the Company      (741,017)   (2,162,209)
              
Non-current liabilities             
Loan  4       5,584,297 
Derivative financial instruments  4,5   1,085,089    1,836,763 
Employees benefits      850,746    1,962,970 
Deferred tax liabilities  3   152,630    178,809 
Total non-current liabilities      2,088,465    9,562,839 
              
Current liabilities             
Loan  4   2,144,235    4,542,109 
Trade and other payables      1,115,102    1,200,820 
Accrued expenses      3,444,626    4,682,713 
Total current liabilities      6,703,963    10,425,642 
Total liabilities      8,792,428    19,988,481 
Total equity and liabilities      8,051,411    17,826,272 

 

The accompanying notes form an integral part of these condensed consolidated interim financial statements

 

 

 

Condensed Consolidated Interim Statement of Changes in Equity (unaudited)
As of September 30, 2018 and 2017 (in CHF)

 

   ATTRIBUTABLE TO OWNERS OF THE COMPANY
   NOTE  SHARE
CAPITAL
  SHARE
PREMIUM
  FX
TRANSLATION
RESERVE
  ACCUMULATED
DEFICIT
  TOTAL
EQUITY
As of January 1, 2017      13,731,881    112,838,815    (83,544)   (112,344,303)   14,142,849 
Total comprehensive loss                            
Net loss                  (19,823,881)   (19,823,881)
Other comprehensive income              55,316    378,100    433,416 
Total comprehensive income              55,316    19,445,781    19,390,465 
Transactions with owners of the Company                            
Transaction costs          (397,685)           (397,685)
Share based payments  7               259,561    259,561 
Capital increase      4,000,000    907,841            4,907,841 
Balance at September 30, 2017  5   17,731,881    113,348,971    (28,228)   (131,530,523)   (477,899)
As of January 1, 2018      19,349,556    114,648,228    (33,047)   (136,126,946)   (2,162,209)
Total comprehensive loss                            
Net loss                  (7,805,535)   (7,805,535)
Other comprehensive (loss)/income              (13,116)   1,294,862    1,281,746 
Total comprehensive (loss)/income              (13,116)   (6,510,673)   (6,523,789)
Transactions with owners of the Company                            
Reorganization of group structure  5   (24,347,208)   24,347,208             
Transaction costs  5       (1,084,109)           (1,084,109)
Share based payments  7               123,425    123,425 
Capital increase  5   5,478,974    3,426,691            8,905,665 
Balance at September 30, 2018  5   481,322    141,338,018    (46,163)   (142,514,194)   (741,017)

 

The accompanying notes form an integral part of these condensed consolidated interim financial statements

 

 

 

Condensed Consolidated Interim Statement of Cash Flows (unaudited)
For the Nine Months Ended September 30, 2018 and 2017 (in CHF)

 

   Note  NINE MONTHS
ENDED
SEPTEMBER 30,
2018
  NINE MONTHS
ENDED
SEPTEMBER 30,
2017
Cash flows from operating activities             
Net loss      (7,805,535)   (19,823,881)
Adjustments for:             
Depreciation      61,661    96,011 
Unrealized foreign currency exchange (gain)/loss, net      (70,673)   906,191 
Net interest expense      965,096    1,181,897 
Loss on disposal of property and equipment      78,133     
Share based payments  7   108,399    259,561 
Transaction costs      520,125    506,234 
Employee benefits      182,638    100,995 
Fair value derivative financial instruments      (4,131,862)   (1,705,018)
Deferred tax gain  3   (26,179)   (24,573)
       (10,118,197)   (18,502,583)
              
Changes in:             
Other receivables      (7,148)   34,644 
Prepayments      145,584    505,140 
Trade and other payables      (85,718)   (687,671)
Accrued expenses      (1,238,087)   823,109 
              
Net cash used in operating activities      (11,303,566)   (17,827,361)
              
Cash flows from investing activities             
Proceeds from disposal of property and equipment      68,160     
Purchase of intangibles      (19,638)   (146,580)
Interest received          53,563 
Net cash used in / from investing activities      48,522    (93,017)
              
Cash flows from financing activities             
Proceeds from public offering  5   12,285,854    9,321,807 
Transaction costs      (1,856,585)   (227,422)
Repayment of loan  4   (8,204,072)   (1,025,042)
Interest paid      (402,847)   (905,353)
Net cash from financing activities      1,822,350    7,163,990 
              
Net (decrease) in cash and cash equivalents      (9,432,694)   (10,756,388)
Cash and cash equivalents at beginning of the period      14,973,369    32,442,222 
Net effect of currency translation on cash      (282,794)   (1,487,419)
Cash and cash equivalents at end of the period      5,257,881    20,198,415 

 

The accompanying notes form an integral part of these condensed consolidated interim financial statements

 

 

 

AURIS MEDICAL HOLDING AG

Notes to the Condensed Consolidated Interim Financial Statements

As of September 30, 2018 and December 31, 2017 and for the Three and Nine Months Ended September 30, 2018 and 2017 (in CHF)

 

1. Reporting entity

 

Auris Medical Holding AG, previously named Auris NewCo Holding AG, (the “Company” or “Auris NewCo”) is a corporation (Aktiengesellschaft) organized in accordance with Swiss law and domiciled in Switzerland and was established on March 13, 2018. On March 13, 2018, Auris NewCo Holding AG merged (the “Merger”) with Auris Medical Holding AG (“Auris OldCo”), a corporation (Aktiengesellschaft) organized in accordance with Swiss law and domiciled in Switzerland. The Merger took place following Auris OldCo shareholder approval at an extraordinary general meeting of shareholders held on March 12, 2018. Auris NewCo Holding AG changed its name to Auris Medical Holding AG following consummation of the Merger. Following the Merger, the Company had a share capital of CHF 122,347.76, divided into 6,117,388 common shares with a nominal value of CHF 0.02 each. Pursuant to the Merger, the Auris OldCo’s shareholders received one common share with a nominal value of CHF 0.02 of the Company for every 10 of our common shares held prior to the Merger, effectively resulting in a “reverse stock split” at a ratio of 10-for-1. On March 14, 2018 the common shares of Auris NewCo began trading on the Nasdaq Capital Market under the trading symbol “EARS”.

 

The Company’s registered address is Bahnhofstrasse 21, 6300 Zug. These condensed consolidated interim financial statements comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”). These condensed consolidated interim financial statements also include financial information of Auris OldCo prior to the Merger as discussed below. The Company is the ultimate parent of the following Group entities:

 

Auris Medical AG, Basel, Switzerland (100%) with a nominal share capital of CHF 2,500,000

Otolanum AG, Zug, Switzerland (100%) with a nominal share capital of CHF 100,000

Auris Medical Inc., Chicago, United States (100%) with a nominal share capital of USD 15,000

Auris Medical Ltd., Dublin, Ireland (100%) with a nominal share capital of EUR 100

 

The Group is primarily involved in the development of novel products that address important unmet medical needs in neurotology and mental health supportive care. The Group is primarily focusing on the development of intranasal betahistine for the treatment of vertigo (AM-125) and for the treatment of antipsychotic-induced weight gain and somnolence (AM-201). These projects have gone through two Phase 1 trials and the Company expects to move into proof-of-concept studies in 2019.

 

2. Basis of preparation

 

Statement of compliance

 

These condensed consolidated interim financial statements as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) and should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2017.

 

These condensed consolidated interim financial statements include all adjustments that are necessary to fairly state the results of the interim period. The Group believes that the disclosures are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results to be expected for the full year. Management does not consider the business to be seasonal or cyclical.

 

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, have been condensed or omitted as permitted by IAS 34. The condensed consolidated statement of financial position as of December 31, 2017 was derived from the audited consolidated financial statements.

 

The interim condensed consolidated financial statements were authorized for issuance by the Company’s Audit Committee on November 13, 2018.

 

Functional and reporting currency

 

These interim condensed consolidated financial statements are presented in Swiss Francs (“CHF”), which is the Company’s functional currency (“functional currency”) and the Group’s reporting currency.

 

 

 

Considering reorganization / Merger

 

The Merger is not a business combination and is accounted for as a reorganization. Therefore, the condensed consolidated interim financial statements of the Company are a continuation of the financial information of Auris OldCo except that the condensed consolidated interim financial statements reflect a reclassification between share capital and share premium in order to reflect the share capital of Auris NewCo. For the periods prior to the Merger, in calculating loss per share, the weighted average number of shares outstanding is calculated based on the number of weighted average shares issued by Auris OldCo, adjusted for the reverse stock split ratio of 10-for-1.

 

Related Party Transaction

 

On February 9, 2018, Thomas Meyer, our Chief Executive Officer, entered into a share transfer agreement with the Company to facilitate the rounding up of fractional shares resulting from the exchange ratio used in the Merger. Pursuant to the terms of the share transfer agreement, Mr. Meyer committed to transfer, at no consideration, a common share to any shareholder entitled to a fraction of a common share as part of the Merger. Pursuant to the share transfer agreement, neither the Company nor Mr. Meyer received any compensation for this arrangement. Any expenses incurred by Mr. Meyer in connection with the transfers under such agreement were borne by the Company.

 

Significant accounting policies

 

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its audited consolidated financial statements as of and for the year ended December 31, 2017 and have been applied consistently to all periods presented in these condensed consolidated interim financial statements, unless otherwise indicated.

 

New standards, amendments and interpretations adopted by the Group

 

The Group has not early adopted any standard, interpretation or amendment that was issued, but is not yet effective. 

 

A number of new standards, amendments to standards and interpretations are effective for the Group’s 2018 reporting year. The application of these new standards, amendments to standards and interpretations does not have material impact on the financial statements of the Group.

 

Asset Purchase

 

On April 24, 2018, one of our subsidiaries entered into an agreement to purchase patents related to compositions for weight management and methods of reducing weight gain associated with olanzapine treatment.

 

3. Taxation

 

The Group’s income tax expense recognized in the condensed interim consolidated statement of profit or loss is presented as follows:

 

   NINE MONTHS ENDED
   SEPTEMBER 30,
2018
  SEPTEMBER 30,
2017
Deferred income tax expense        
Deferred income tax gain   26,179    24,573 
Total income tax gain   26,179    24,573 

 

The tax effect of taxable temporary differences that give rise to deferred income tax liabilities or to deferred income tax assets as of September 30, 2018 and 2017 is presented as follows:

 

   SEPTEMBER 30,
2018
  SEPTEMBER 30,
2017
Deferred Tax liabilities          
Intangible assets   (354,117)   (349,052)
Hercules Loan & Warrant   (5,202)   (53,309)
Derivative financial instrument   (19,759)    
Total   (379,078)   (402,361)
Deferred Tax assets          
Net operating loss (NOL)   226,448    230,352 
Total   226,448    230,352 
Deferred Tax, net   (152,630)   (172,009)

 

 

4. Loan and Warrant

 

On July 19, 2016 the Company entered into a Loan and Security Agreement (the “Hercules Loan and Security Agreement”) for a secured term loan facility of up to $20.0 million with Hercules Capital, Inc. as administrative agent (“Hercules”) and the lenders party thereto. An initial tranche of $12.5 million was drawn on July 19, 2016, concurrently with the execution of the Hercules Loan and Security Agreement. The loan matures on January 2, 2020 and bears interest at a minimum rate of 9.55% per annum, and is subject to the variability of the prime interest rate. The loan is secured by a pledge of the shares of Auris Medical AG owned by the Company, all intercompany receivables owed to the Company by its Swiss subsidiaries and a security assignment of the Company’s bank accounts.

 

On April 5, 2018 the Company entered into an agreement with Hercules whereby the terms of the Hercules Loan and Security Agreement were amended to eliminate the $5 million liquidity covenant in exchange for a repayment of $5 million principal amount outstanding under the Hercules Loan and Security Agreement. The Company shall maintain a blocked cash account denominated in United States Dollars as a blocked account (the “Blocked Account”) as collateral for the remaining principal balance of the Secured Obligations and the End of Term Charge. The carrying value of the cash serving as collateral is USD 2,120,257. The Blocked Account will be reduced on a dollar for dollar basis by the amount of such principal payments or end of term charge when such payments are received by Lender.

 

Following the modification of the loan to repay $5 million, a loss of CHF 334,747 was recognized in connection with the modification of the loan and transaction costs. This loss is presented in the line interest expense in the condensed consolidated interim statement of profit or loss and other comprehensive income or loss.

 

The loan was initially recognized at transaction value with deductions of the fair value of the warrant at transaction date and directly attributable transactions costs.

 

Subsequent to initial recognition, the loan is measured at amortized cost using the effective interest method. Applying this method, the calculated value of the loan as of September 30, 2018 is CHF 2,144,235. Of the CHF 2,144,235 amortization payments due within the next 12 months, the entirety is classified as current liabilities.

 

In connection with the loan facility, the Company issued Hercules a warrant to purchase up to 241,117 of its common shares at an exercise price of $3.94 per share. As of March 13, 2018, following consummation of the Merger, the warrant is exercisable for 15,673 common shares at an exercise price of $39.40 per common share. Upon Hercules making the second advance under the loan facility, the warrant shall become exercisable for the additional 8,440 common shares (assuming the Company rounds up fractional common shares to the next whole common share). The warrant expires on July 19, 2023. The fair value calculation of the warrant is based on the Black-Scholes option price model. Assumptions are made regarding inputs such as volatility and the risk free rate in order to determine the fair value of the warrant. As the warrant is part of the loan transaction, its fair value was deducted from the loan proceeds and accounted for separately as non-current financial liability. Following the initial recognition, the warrant is measured at fair value and the changes in fair value are shown as profit or loss.

 

On September 30, 2018, the fair value of the warrant amounts to CHF 1,065. Therefore, the fair value decreased by the total amount of CHF 22,285 in the current year (fair value as of December 31, 2017: CHF 23,350).

 

5. Capital and reserves

 

Share capital

 

The issued share capital of the Company consisted of:

 

   Common Shares
   Number
   2018  2017
As of January 1   48,373,890    34,329,704 
Common shares issued for capital increase with a
nominal value of CHF 0.40 each
   12,800,000    10,000,000 
Adjustment during the Merger:          
Issuance of Auris NewCo Shares   6,117,388     
Cancellation of Auris OldCo Shares   (61,173,890)    
Common shares issued for capital increase with a
nominal value of CHF 0.02 each
   17,948,717     
Shares outstanding after Merger on March 13, 2018   24,066,105     
Total, as of September 30, 2018   24,066,105    44,329,704 

 

 

All shares have a nominal value of CHF 0.02 after the Merger (respective CHF 0.40 before the Merger) and are fully paid in. As of September 30, 2018, the nominal value of the 24,066,105 issued shares amounted to CHF 481,322.10 (as of September, 2017, the nominal value of 44,329,704 issued shares amounted to CHF 17,731,881.60).

 

As of March 13, 2018, following consummation of the Merger, the number of shares were reduced by the ratio of 10 to 1 (resulting in a “reverse share split”) and the nominal value per share was reduced from CHF 0.40 to CHF 0.02. This resulted in a reduction of share capital and in a concurrent increase in share premium, totaling to CHF 24,347,208, presented in the statement of changes in equity in the line reorganization of group structure.

 

Equity Offerings

 

On July 17, 2018 the Company completed a public offering of 17,948,717 common shares with a nominal value of CHF 0.02 each, Series A warrants each entitling its holder to purchase 0.35 of a common share and for an aggregate of 6,282,050 common shares, and Series B warrants entitling its holder to purchase 0.25 of a common share for an aggregate of 4,487,179 common shares (the “July 2018 Registered Offering”). The exercise price for both series Warrants is CHF 0.39 per common share. The net proceeds to us from the July 2018 Registered Offering were approximately $6.2 million, after deducting underwriting discounts and other offering expenses payable by us.

 

The Company had transaction costs amounting to CHF 851,692. The transactions costs were recorded as CHF 742,833 in equity for the issuance of the common shares and CHF 108,809 to finance expense in the statement of profit or loss and comprehensive loss for the issuance of the warrants.

 

As of September 30, 2018 the fair value of the warrants issued in the July 2018 Registered Offering amounted CHF 872,217. Since its initial recognition, the fair value of the warrants issued in the July 2018 Registered Offering has decreased by CHF 24,224, resulting in a gain in the corresponding amount (fair value as of July 17, 2018: CHF 896,441).

 

On May 2, 2018 the Company entered into the 2018 Commitment Purchase Agreement and the 2018 Registration Rights Agreement with Lincoln Park Capital Fund, LLC (“LPC”). Pursuant to the 2018 Commitment Purchase Agreement, LPC agreed to purchase common shares for up to $10,000,000 over the 30-month term of the 2018 Commitment Purchase Agreement. As of November 15, 2018, the Company has issued an aggregate of 750,00 common shares for aggregate proceeds of $488,075 to LPC under the 2018 Commitment Purchase Agreement.The 2018 Commitment Purchase Agreement replaces the 2017 Commitment Purchase Agreement, which was terminated as a result of the Merger. Under the 2017 Commitment Purchase Agreement, LPC agreed to subscribe for up to $13,500,000 common shares and prior to its termination, the Company had issued an aggregate of 2,600,000 common shares for aggregate proceeds of $1.8 million to LPC under the 2017 Commitment Purchase Agreement.

 

The Company had transaction costs amounting to CHF 349,907. The payment of CHF 252,351 was recorded as a derivative financial instrument and classified as a non-current asset and CHF 97,556 to finance expense in the statement of profit or loss and comprehensive loss.

 

On January 30, 2018, the Company completed a public offering of 12,499,999 common shares with a nominal value of CHF 0.40 each and concurrent offering of 7,499,999 warrants, each warrant entitling its holder to purchase one common share (the “January 2018 Registered Offering”). The net proceeds to the Company from the January 2018 Registered Offering were approximately $4.9 million, after deducting placement agent fees and other estimated offering expenses payable by the Company. As of March 13, 2018, following the consummation of the Merger, the outstanding warrants issued in the January 2018 Registered Offering were exercisable for up to 750,002 common shares (assuming the Company rounds up fractional common shares to the next whole common share) at an exercise price of $5.00 per common share.

 

The Company had transaction costs amounting to CHF 654,985. The transaction costs were recorded as CHF 341,226 in equity for the issuance of the common shares and CHF 313,760 to finance expense in the statement of profit or loss and comprehensive loss for the issuance of the warrants.

 

As of September 30, 2018 the fair value of the warrants issued in the January 2018 Registered Offering amounted to CHF 161,737. Since its initial recognition, the fair value of these warrants has decreased by CHF 2,322,010 resulting in a gain in the corresponding amount (fair value as of January 30, 2018: CHF 2,483,747).

 

 

 

On October 10, 2017 the Company entered into a purchase agreement and a registration rights agreement with Lincoln Park Capital Fund, LLC. Pursuant to the purchase agreement, LPC agreed to subscribe for up to $13,500,000 of our common shares over the 30-month term of the purchase agreement. On January 23, 2018, the Company issued 300,000 of our common shares to LCP for an aggregate amount of CHF 136,077 under the purchase agreement.

 

On February 21, 2017, in connection with a public offering of 12,499,000 common shares, the Company issued 10,000,000 warrants, each warrant entitling its holder to purchase 0.70 of a common share at an exercise price of $ 1.20 per common share. Additionally, the underwriter was granted a 30-day option to purchase up to 1,500,000 additional common shares and/or 1,500,000 additional warrants, of which the underwriter partially exercised its option for 1,350,000 warrants. As of March 13, 2018, following the consummation of the Merger, the outstanding warrants issuable in the 2017 offering were exercisable for an aggregate of 794,000 common shares, at an exercise price of $12.00 per common share. As of September 30, 2018 the fair value of the warrants amounted to CHF 50,070. The revaluation gain of the derivative for the nine months ended September 30, 2018 amounted to CHF 1,763,342, which is an increase of CHF 63,220 when comparing to the same period in 2017. Since its initial recognition, the fair value decreased by CHF 5,040,393 resulting in a gain in the corresponding amount (fair value as of February 21, 2017: CHF 5,090,463).

 

Issue of common shares upon exercise of options

 

During the nine months ended September 30, 2018, no options were exercised.

 

Controlled Equity Offering

 

On June 1, 2016, the Company entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald, pursuant to which we might have offered and sold from time to time common shares, with a nominal value of CHF 0.40 per common share, having an aggregate offering price of up to $35 million through Cantor. In the first quarter of 2018, we did not offer or sell any common shares under the Controlled Equity Offering Sales Agreement. The Controlled Equity Offering program terminated upon consummation of the Merger on March 13, 2018.

 

6. Employee benefits

 

   NINE MONTHS ENDED
   SEPTEMBER 30,
2018
  SEPTEMBER 30,
2017
Salaries   2,119,880    2,971,707 
Pension costs   302,748    277,554 
Share based compensation expense   108,399    259,561 
Other employee costs and social benefits   91,225    251,000 
Total employee benefits   2,622,252    3,759,822 

 

7. Share based payments

 

Share based compensation net loss of CHF 123,425 was recognized for the nine months ended September 30, 2018. Share based compensation loss related to employee stock options amounted to CHF 108,399 for the nine months ended September 30, 2018 (for the nine months ended September 30, 2017 a loss of CHF 259,561).
Share based compensation expense of CHF 15,024 related to the purchase of intangibles was capitalized for the nine months ended September 30, 2018. A total of 371,893 options were granted in the nine months ended September 30, 2018. The exercise price of the options granted is US$ 1.579 per share. The methodology for computation of share based compensation expense for the period is consistent with the methodology used in 2017.

 

 

 

8. Loss per share

 

   THREE MONTHS
ENDED
  NINE MONTHS
ENDED
  

September 30,

2018

 

September 30,

2017

 

September 30,

2018

 

September 30,

2017

Loss attributable to owners of the Company   (2,980,517)   (6,012,481)   (7,805,535)   (19,823,881)
Weighted average number of shares outstanding   20,944,590    4,432,970    10,987,582    4,260,176 
Basic and diluted loss per share   (0.14)   (1.36)*   (0.71)   (4.65)*
                     

*The basic and diluted loss per share for the three and nine months ended September 30, 2017 is revised to reflect the reverse-split ratio of 10 to 1 following the Merger on March 13, 2018.

 

For the three and nine months ended September 30, 2018 and September 30, 2017 basic and diluted loss per share are calculated based on the weighted average number of shares issued and outstanding and excludes shares to be issued under the stock option plans, as they would be anti-dilutive. As of the date hereof, the Company had 438,050 options outstanding under its stock option plans. The average number of options outstanding between January 1, 2018 and September 30, 2018 was 332,998 (139,065 for the period between January 1, 2017 and September 30, 2017).

 

9. Events after the Reporting Period

 

Subsequent to September 30, 2018, certain holders of Series A warrant issued in the July 2018 Registered Offering exercised their warrant shares to purchase 2,904,518 common shares of the Company for a total amount of CHF 1,132,762 and certain holders of Series B warrant issued in the July 2018 Registered Offering exercised warrant shares to purchase 2,864,422 common shares for a total amount of CHF 1,117,125.

 

As of November 15, 2018, the Company has issued an aggregate of 750,000 common shares for aggregate proceeds of $488,075 to LPC pursuant to the Commitment Purchase Agreement.

 

As of November 15, 2018, the Company’s issued fully paid-in share capital consists of CHF 611,700.90, divided into 30,585,045 common shares with a nominal value of CHF 0.02 each.