UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of August
Commission File Number:
(Translation of registrant’s name into English)
Telephone: (650) 209-4055
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On August 14, 2024, Apollomics Inc. (the “Company”) issued unaudited condensed consolidated interim financial statements for the six months ended June 30, 2024 and management’s discussion and analysis of financial condition and results of operations (the “MD&A”) for the six months ended June 30, 2024. The Company's presentation and functional currency is the U.S. dollar. A copy of such unaudited condensed consolidated interim financial statements is attached hereto as Exhibit 99.1. A copy of the MD&A is attached hereto as Exhibit 99.2.
On August 14, 2024, the Company issued a press release in which the Company reported its financial results for the six months ended June 30, 2024. A copy of such press release is furnished as Exhibit 99.3 hereto.
The information furnished in Exhibit 99.1 and Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K (this “Report”) shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-272559), Form F-1 (File No. 333-272552) and Form F-3 (File Nos. 333-278430, 333-278431 and 333-279549), and any related prospectuses, as such registration statements and prospectuses may be amended from time to time, and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
APPLICATION OF HOME COUNTRY PRACTICE RULES
The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s Class A ordinary shares, par value $0.0001 per share (each a “Class A Ordinary Share”), and warrants are listed on the Nasdaq Capital Market. As a foreign private issuer, the Company is permitted under Nasdaq rules to follow home country governance practices instead of certain Nasdaq requirements pursuant to Nasdaq Rule 5615(a)(3). As disclosed in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on March 28, 2024 (the “Annual Report”), the Company follows home country corporate governance practices instead of certain Nasdaq corporate governance requirements, as described in more detail therein. The Company has also informed Nasdaq that it intends to follow home country governance practices in lieu of shareholder approval requirements in Nasdaq Rule 5635, and that it will disclose in its annual report on Form 20-F for the fiscal year ended December 31, 2024 each requirement that it does not follow and describe the home country practices it follows in lieu of such requirements.
EXHIBIT INDEX
Exhibit No. |
|
Description |
99.1 |
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|
99.2 |
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99.3 |
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|
101 |
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Interactive Data File (formatted as Inline XBRL) |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Apollomics Inc. |
||
Date: August 14, 2024 |
By: |
/s/ Guo-Liang Yu |
|
|
|
Name |
Guo-Liang Yu, Ph.D. |
|
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Title: |
Chief Executive Officer |
Exhibit 99.1
INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
APOLLOMICS INC.
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 |
|
$ |
|
|
$ |
|
||
Right-of-use assets |
|
13 |
|
|
|
|
|
|
||
Intangible assets, net |
|
14 |
|
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|
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|
||
Rental deposits |
|
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|
|
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Total non-current assets |
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Current assets |
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|
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Deposits, prepayments and deferred expenses |
|
15 |
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|
|
|
|
|
||
Financial assets at fair value through profit and loss (“FVTPL”) |
|
22 |
|
— |
|
|
|
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||
Cash and cash equivalents |
|
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Total current assets |
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Total assets |
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Current liabilities |
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|
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|
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Other payables and accruals |
|
18 |
|
|
|
|
|
|
||
Short term bank loans |
|
|
|
|
|
|
|
|
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Lease liabilities, current portion |
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Total current liabilities |
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||
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Net current assets |
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Total assets less current liabilities |
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Non-current liabilities |
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|
|
|
||
Lease liabilities, noncurrent portion |
|
|
|
|
|
|
|
|
||
Warrant liabilities at FVTPL |
|
22 |
|
|
|
|
|
|
||
Total non-current liabilities |
|
|
|
|
|
|
|
|
||
|
|
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||
Net assets |
|
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||
|
|
|
|
|
|
|
|
|
||
Equity |
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|
|
|
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Share capital |
|
20 |
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|
|
|
|
|
||
Share premium |
|
|
|
|
|
|
|
|
||
Reserves |
|
|
|
|
|
|
|
|
||
Accumulated losses |
|
|
|
|
( |
) |
|
|
( |
) |
Total equity |
|
|
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
1
APOLLOMICS INC.
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 |
|
$ |
|
|
$ |
|
||
Foreign exchange losses |
|
8 |
|
|
( |
) |
|
|
( |
) |
Fair value change of financial assets at FVTPL |
|
16 |
|
|
|
|
|
|
||
Fair value change of financial liabilities at FVTPL |
|
22 |
|
|
|
|
|
|
||
Fair value change of convertible preferred shares |
|
19 |
|
|
|
|
( |
) |
||
Research and development expenses |
|
|
|
|
( |
) |
|
|
( |
) |
Administrative expenses |
|
|
|
|
( |
) |
|
|
( |
) |
Impairment of an intangible asset |
|
|
|
|
( |
) |
|
— |
|
|
Finance costs |
|
|
|
|
( |
) |
|
|
( |
) |
Other expense |
|
9 |
|
|
( |
) |
|
|
( |
) |
Loss before taxation |
|
|
|
|
( |
) |
|
|
( |
) |
Income tax expenses |
|
|
|
|
|
|
( |
) |
||
Loss and total comprehensive loss for the period, net of taxation, |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
Loss per share |
|
|
|
|
|
|
|
|
||
Basic loss per common share |
|
11 |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted loss per common share |
|
11 |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average number of common shares outstanding – Basic and Diluted |
|
11 |
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
2
APOLLOMICS INC.
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 |
|
|
|
|
|
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|
||||||||||||||||||
|
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Share-based |
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|||||||||
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Number of |
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Amount |
|
|
Number of |
|
|
Amount |
|
|
Share premium |
|
|
Other |
|
|
payment |
|
|
Accumulated losses |
|
|
Total |
|
|||||||||
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|
(note) |
|
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|
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|
|||||||||
As of January 1, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
Recapitalization of Apollomics at Exchange Ratio |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
||||||
Adjusted Balances, beginning of period |
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
Loss and total comprehensive loss for the period |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|||||||
Forfeiture of vested share options |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|||||||
Exercise of share options (Note 20) 1 |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
— |
|
|
|
|
|||||||
Restricted share awards vested (Notes 20 and 21) 2 |
|
— |
|
|
— |
|
|
|
( |
) |
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
— |
|
|
|
|
|||||||
Business combination, net of redemptions (Note 5) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|||||||||
Conversion of pre-Closing Apollomics convertible preferred shares |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|||||||||
IFRS 2 listing expense (Note 5) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|||||||||
Post-Closing Apollomics Class B Ordinary Shares issued to PIPE |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|||||||||
Reclassification from equity to non-current liabilities for Maxpro |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|||||||
Issuance of post-Closing Apollomics Class A Ordinary Shares |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|||||||||
Recognition of equity-settled share-based payment (Note 20) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|||||||||
As of June 30, 2023 |
|
|
|
|
$ |
|
|
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
As of January 1, 2024 |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Loss and total comprehensive loss for the period |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|||||||
Shares issued to PIPE Investors, net of transaction costs (Note 20) |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|||||||||
Shares issued to employees for compensation (Note 20) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|||||||||
Shares issued to board members for board fees (Note 20) |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|||||||
Recognition of equity-settled share-based payment (Note 20) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
||||||||
As of June 30, 2024 |
|
|
|
|
$ |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
Note: Other reserve includes amounts transferred from share-based payment reserve when the share options are exercised or the restricted shares are vested.
1
2
3
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
3
APOLLOMICS INC.
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 |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments for: |
|
|
|
|
|
|
||
Interest income |
|
— |
|
|
|
( |
) |
|
Depreciation of plant and equipment |
|
|
|
|
|
|
||
Depreciation of right-of-use assets |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
Impairment loss on intangible assets |
|
|
|
|
— |
|
||
Realized foreign currency (gains) losses |
|
— |
|
|
|
( |
) |
|
Fair value change of financial assets at FVTPL |
|
— |
|
|
|
( |
) |
|
Fair value change of financial liabilities at FVTPL |
|
|
( |
) |
|
|
( |
) |
Fair value change of preferred shares |
|
— |
|
|
|
|
||
IFRS 2 listing expense |
|
— |
|
|
|
|
||
Share-based payment expenses |
|
|
|
|
|
|
||
Loss on sale of plant and equipment |
|
|
|
|
— |
|
||
Unrealized foreign currency loss |
|
— |
|
|
|
|
||
Operating cash flows before movements in working capital |
|
|
( |
) |
|
|
( |
) |
(Increase) decrease in deposits, prepayments and deferred expenses |
|
|
( |
) |
|
|
( |
) |
Increase in accounts payable and accrued offering costs |
|
— |
|
|
|
|
||
Increase (decrease) in other payables and accruals |
|
|
|
|
|
( |
) |
|
NET CASH USED IN OPERATION |
|
|
( |
) |
|
|
( |
) |
Taxation paid |
|
— |
|
|
|
( |
) |
|
NET CASH USED IN OPERATING ACTIVITIES |
|
|
( |
) |
|
|
( |
) |
INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Interest received |
|
— |
|
|
|
|
||
Proceeds from redemption of time deposits |
|
— |
|
|
|
|
||
Placement of time deposits |
|
— |
|
|
|
( |
) |
|
Purchase of plant and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of plant and equipment |
|
|
|
|
— |
|
||
Placement of FVTPL |
|
— |
|
|
|
( |
) |
|
Proceeds from disposal of assets at FVTPL |
|
|
|
|
— |
|
||
Refund of rental deposits |
|
|
|
|
|
|
||
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES |
|
|
|
|
|
( |
) |
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Proceeds from PIPE Financings and Business Combination, net of transaction costs |
|
|
|
|
|
|
||
Payment of deferred underwriting fees |
|
— |
|
|
|
( |
) |
|
Repayment of bank loans |
|
|
( |
) |
|
— |
|
|
Proceeds from bank loans |
|
|
|
|
— |
|
||
Proceeds from issue of shares upon exercise of share options |
|
— |
|
|
|
|
||
Interest paid |
|
|
( |
) |
|
|
( |
) |
Repayment of lease liabilities |
|
|
( |
) |
|
|
( |
) |
NET CASH FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Effects of Exchange Rate Changes on Cash and Cash Equivalents |
|
|
( |
) |
|
|
|
|
NET (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
( |
) |
|
|
( |
) |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
|
$ |
|
|
$ |
|
||
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Restricted share awards vested |
|
$ |
— |
|
|
$ |
|
|
Accrued transaction costs |
|
— |
|
|
|
|
||
Conversion of pre-closing Apollomics convertible preferred shares into Post-Closing Apollomics Ordinary Shares |
|
— |
|
|
|
|
||
Initial value of warrant liabilities arising from Maxpro note conversion and PIPE Financing in connection with the Closing Date of the Business Combination |
|
— |
|
|
|
|
||
Reclassification from equity to non-current liabilities for Maxpro Warrants assumed by Apollomics upon Closing |
|
— |
|
|
|
|
||
Establishment of lease right-of-use assets and associated lease liabilities |
|
|
|
|
— |
|
||
Restricted shares and share options issued in lieu of accrued compensation |
|
|
|
|
— |
|
The accompanying notes are an integral part of these unaudited consolidated interim financial statements.
4
APOLLOMICS INC.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
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 |
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.
5
APOLLOMICS INC.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
Based upon our 2024 operating plan, and our balance of cash and cash equivalents of $
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.
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.
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:
6
APOLLOMICS INC.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
The net proceeds from the PIPE Financing and Business Combination, totaled $
7
APOLLOMICS INC.
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 |
|
|
|
Exchange of Maxpro Class B Common Stock for post-closing Apollomics Class A Ordinary Shares |
|
|
|
Exchange of Maxpro Class A Common Stock subject to possible redemption that was not redeemed for post-closing Apollomics Class A Ordinary Shares |
|
|
|
Issuance of post-closing Apollomics Class A Ordinary Shares to Maxpro Sponsor in connection with conversion of a convertible promissory note |
|
|
|
Subtotal - Business Combination, net of redemptions |
|
|
|
Issuance of post-closing Apollomics Class B Ordinary Shares to PIPE Investors |
|
|
|
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 |
|
|
|
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 |
|
|
|
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) |
|
|
Note i: In addition to the
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:
Under IFRS 2, Apollomics recorded a one-time share-based expense of $
|
Fair Value |
|
|
Cash and cash equivalents |
$ |
|
|
Notes payable – sponsor |
|
( |
) |
Accrued liabilities |
|
( |
) |
Deferred underwriting compensation |
|
( |
) |
Total Maxpro identifiable net liabilities at fair value |
$ |
( |
) |
8
APOLLOMICS INC.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
The net assets of Maxpro are stated at fair value with
|
Per Share Value |
|
|
Shares |
|
|
Fair Value |
|
|||
|
(at March 29, 2023) |
|
|
(in thousands) |
|
|
(in thousands) |
|
|||
Maxpro public stockholders |
$ |
|
|
|
|
|
$ |
|
|||
Sponsor parties |
|
|
|
|
|
|
|
|
|||
Underwriter shares |
|
|
|
|
|
|
|
|
|||
Maxpro private warrants |
|
|
|
|
|
|
|
|
|||
Maxpro public warrants |
|
|
|
|
|
|
|
|
|||
Redemptions of Maxpro Class A Common Stock |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net liabilities of Maxpro |
|
|
|
|
|
|
|
( |
) |
||
IFRS 2 Listing Expense |
|
|
|
|
|
|
$ |
|
Revenue
The Group has
Segment information
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 |
|
$ |
|
|
$ |
|
||
Other income (note i) |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
|
|
For the six months ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
(In thousands) |
|
|
|
|
|
|
||
Foreign exchange loss, net |
|
$ |
( |
) |
|
$ |
( |
) |
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.
9
APOLLOMICS INC.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
|
|
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 |
|
$ |
|
|
$ |
|
||
Retirement benefits scheme contributions |
|
|
|
|
|
|
||
Share-based payment expenses |
|
|
|
|
|
|
||
Total staff costs |
|
|
|
|
|
|
||
Depreciation of plant and equipment |
|
|
|
|
|
|
||
Depreciation of right-of-use assets |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
Other expense (note i) |
|
|
|
|
|
|
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.
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 |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Number of shares: |
|
|
|
|
|
|
||
Weighted average number of Ordinary Shares for the purpose of calculating |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Loss per Ordinary Shares Outstanding – Basic and Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average number of Ordinary Shares outstanding – Basic and Diluted |
|
|
|
|
|
|
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 |
|
|
|
|
— |
|
||
Share options |
|
|
|
|
|
|
||
Apollomics Private Warrants |
|
|
|
|
|
|
||
Apollomics Public Warrants |
|
|
|
|
|
|
||
Penny Warrants |
|
|
|
|
|
|
The Group acquired $
10
APOLLOMICS INC.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
Lease agreements are entered into for fixed lease terms of
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 $
As of December 31, 2023, the Company’s intangibles had a total cost of $
|
|
As of June 30, 2024 |
|
|
As of December 31, 2023 |
|
||
(In thousands) |
|
|
|
|
|
|
||
Other prepayments |
|
$ |
|
|
$ |
|
||
Prepaid taxes |
|
|
|
|
|
|
||
Value-Added Tax recoverable |
|
|
|
|
|
|
||
Deposits |
|
|
|
|
|
|||
Payment in advance to suppliers |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
The financial assets at FVTPL represents investment in a market fund in the United States, which solely holds investments in U.S. treasury bonds. Details of fair value measurement are set out in Note 22. As of June 30, 2024, the Company did
Bank balances earned interest at interest rates ranging from
Cash and cash equivalents presented on the consolidated statements of financial position include:
(a) cash, which comprises of cash on hand and demand deposits; and
(b) cash equivalents, which comprises of short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant
11
APOLLOMICS INC.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
For the purposes of the consolidated statements of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
|
|
As of June 30, 2024 |
|
|
As of December 31, 2023 |
|
||
(In thousands) |
|
|
|
|
|
|
||
Payables in respect of research and development expenses |
|
$ |
|
|
$ |
|
||
Accrued salaries and bonuses |
|
|
|
|
|
|
||
Accrued other expenses |
|
|
|
|
|
|
||
Deposit received for a potential out-licensing drug patent (note i) |
|
— |
|
|