Here is a copy of the report
For Immediate Release
13 October 2005
NORWOOD IMMUNOLOGY LIMITED
PRELIMINARY RESULTS
For The Year Ended 30 June 2005
Norwood Immunology Limited (‘Norwood Immunology’ or 'the Company') (AIM:NIM), the company focused
on the rejuvenation of the immune system, today announces its preliminary results for the year ended 30 June 2005.
Operational Highlights
•
Continued progress with US partner TAP Pharmaceutical Products, Inc. (TAP) and our principal
investigators to progress our US human trials into the clinic.
•
IND application filed and accepted by the U.S. Food and Drug Administration (FDA) for the first US trial of
the Company’s technology to rebuild the immune system for cancer patients receiving autologous (selfderived)
bone marrow transplantation. The Company and its partners have been working to finalise the
legal paperwork and complete the Institutional Review Board (IRB) approvals for this trial. These
approvals have been completed and the Company now expects the first patient to be injected before the end
of the calendar year.
•
Collaboration agreed with the University of Texas, M D Anderson Cancer Center, in Houston, for a FDA
accepted clinical trial to determine whether an enhanced vaccine response can be achieved by using the
Company’s therapy as an adjunctive immunology therapy with a melanoma vaccine used by M D Anderson.
•
Collaboration agreed with the Massachusetts General Hospital (MGH), in Boston USA, for a pre-clinical
trial to examine whether the reactivated thymus, can create an immune system tolerant to donor tissue
enabling a transplanted kidney to be accepted and survive without the need for long-term immunosuppressive
drugs.
•
11 patents were granted during the period.
Financial Highlights
•
The loss after tax for the year ended 30 June 2005 was A$5,514,022 (2004: A$8,115,418), approximately
£2.3 million (2004: £3.1 million).
•
Research and development expenditure of A$2,022,701 (2004: A$3,255,029), approximately £0.9 million
(2004: £1.2 million).
•
2,500,000 shares issued on 27 April 2005 relating to the exercise of options; the total cash proceeds
amounted to A$2,319,336, approximately £1.0 million.
•
Cash at 30 June 2005 was A$6,769,585 (2004: A$11,086,439), approximately £2.8 million (2004: £4.2
million).
1
· Basic loss per share of –A$0.045 (2004: –A$ 0.079), approximately –£0.019 (2004: –£0.030).
All amounts expressed in pounds sterling have been converted, on a proforma basis at the 30 June 2005 rate of
A$1:£0.442 (2004 A$1:£0.382).
Richard Williams, CEO of Norwood Immunology commented: ‘The last 12 months have been an important period
following the admission of the Company to AIM and the raising of independent capital for the business at that time.
During the year we have been focussed on our US clinical studies in cancer and vaccination enhancement and we
were delighted to report that two IND applications relating to the use of the Company’s technology have been
accepted by the FDA. We are now working towards enrolling our first patients on these trials. We have also
recently announced a US preclinical transplantation tolerance trial. 2005/06 promises to be a busy year for
Norwood Immunology as we continue to progress our US clinical trial programme’.
For further information contact:
Richard Williams, Chief Executive Officer, Norwood Immunology Limited
www.norwoodimmunology.com
+44 (0)7860 295153
Lisa Baderoon, Mark Court, Mary-Jane Johnson, Buchanan Communications
+44 (0)207 466 5000
CHAIRMAN'S STATEMENT
It is with great pleasure that we present Norwood Immunology’s preliminary results for the year ended 30 June
2005, following our admission to AIM on 30 June 2004.
Background
Norwood Immunology is focused on building immunity to improve people’s lives. It is developing and
commercialising its technologies, which aim to rejuvenate and enhance the immune system through the re-growth
of the thymus, improvements in bone marrow function and enhancement of T cell functionality. The thymus, a
gland situated just above the heart, can be considered the core of the immune system, as it is responsible for the
production of the majority of T cells. However, adults progressively suffer reduced T cell output as a result of the
thymus atrophying after puberty, predominantly as a result of the effect of sex steroids on thymic and bone marrow
function. The activity of existing T cells and quantity of naïve T cells being produced is central to the body’s
ability to fight infections and damaged or abnormal cells, such as cancers. Paradoxically, many of the therapies for
cancer in use today suppress the immune system thus reducing the body’s ability to recover from therapy and fight
residual cancers.
Norwood Immunology has identified a number of clinical contexts in which rejuvenating the thymus and the
immune system could confer significant clinical benefits on patients, using a class of drugs already in wide clinical
use today (GnRH analogues -principally used in the treatment of prostate cancer and endometriosis). The new use
of this drug for the rejuvenation of the immune system could potentially provide significant incremental sales
opportunities. The main areas where development efforts are currently being focused include oncology, therapeutic
vaccines and viral diseases, with longer-term plans for enhancing the treatment of autoimmune diseases, HIV/AIDS
and tolerance of transplanted stem cells or organs.
Commercial Development
The financial year to 30 June 2005 has been an important period for Norwood Immunology following the
admission of the Company to AIM in June 2004 and the raising of independent capital for the business.
2
During the year the Company has been focusing on its US clinical and pre-clinical trial programs to develop the
Company towards our key milestones. We have been working closely with our US partner TAP Pharmaceutical
Products, Inc. (“TAP”) and our principal investigators to progress our US human trials into the clinic. These
clinical trials are intended to obtain publications and then potential regulatory approval for the new indications for
our licence partner’s drug, Lupron Depot®. In addition, since 30 June 2004, eleven additional patents have been
granted across the Company’s six patent families. Currently the Company’s patent portfolio consists of seventy-
eight pending applications and thirteen granted applications.
We are pleased to report that since the admission of the Company to AIM, significant progress has been made in
developing our US clinical trials.
We announced in December 2004, that TAP filed an Investigational New Drug (IND) application with the U.S.
Food and Drug Administration (FDA) in connection with the Company’s first autologous (self-derived) bone
marrow transplantation (BMT) trial in the USA. This cancer trial is looking at how to rebuild the immune system
for cancer patients requiring BMT following chemotherapy/radiotherapy. In February 2005 this IND was accepted
by the FDA. This trial, which will have as its principal investigator Dr. Richard Champlin, at M.D. Anderson
Cancer Center in Houston, Texas, USA, is being conducted by a consortium of leading clinicians and pre-eminent
institutions in the field of cancer including the Dana-Farber Cancer Institute and the University of Minnesota. This
consortium is led by Dr. Lee Nadler, of the Dana-Farber Cancer Institute Harvard Medical School and is co-funded
by the National Cancer Institute and the National Institute of Allergy and Infectious Diseases. Our second US BMT
trial in allogeneic (donor-derived) BMT patients has a similar protocol and is planned to follow the autologous trial.
Subsequent to the year end, in August 2005, the Company signed a collaboration with the Massachusetts General
Hospital (MGH), in Boston USA, for a pre-clinical trial to examine whether a transplanted donor kidney will be
accepted as “self” and survive without the need for long-term immuno-suppressive drugs. This trial will test
whether the thymus, having been reactivated by the Company’s technology can create a new immune system that is
tolerant to that donor, particularly in the presence of donor haemopoietic stem cells (the stem cells that form blood
and immune cells).
In October 2005 the Company signed a collaboration with the University of Texas, MD Anderson Cancer Center,
in Houston, for a clinical trial to determine whether an enhanced vaccine response can be achieved by using the
Company’s therapy to increase thymic activity and the output and function of T-cells via sex steroid suppression
using Lupron Depot®. The trial, which will have as its principal investigator, Dr Patrick Hwu, of the Department
of Melanoma Medical Oncology at the M D Anderson Cancer Center, will involve Lupron Depot® being
administered as an adjunctive immunology therapy with an experimental melanoma vaccine used by Dr Hwu so as
to enhance the immune responsiveness to that vaccine.
The Company’s first trial, on BMT patients in two cancer centres in Melbourne is now fully recruited and final
results are expected in the six months to June 2006. Encouraging interim results have already been published as an
Abstract at the American Society of Haematology meeting in the USA in late 2004.
In addition to the progress reported on the above cancer and transplantation trials, Norwood Immunology is also
continuing to discuss additional studies of the immune system looking at the output of new T-cells and vaccine
response to antigens, as well as in HIV/AIDS, although these additional trials are subject to designing detailed
protocols and securing additional or third party funding.
3
Corporate Development
Norwood Immunology was admitted to London Stock Exchange’s AIM on 30 June 2004 at a placing price of 38
pence per share with 121,411,463 issued shares. On 27 April 2005, the Company issued 2,500,000 shares relating
to the exercise of options for total cash proceeds of A$2,319,336.
The loss after tax for the year ended 30 June 2005 was A$5,514,022 (2004: A$8,115,418), approximately £2.3
million (2004: £3.1 million). All amounts expressed in pounds sterling have been converted, on a proforma basis, at
the 30 June 2005 rate of A$1:£0.442 (2004 A$1:£0.382). We have maintained a careful control of our operational
costs as we use the funds raised at the time of our admission to AIM, and from the subsequent issue of shares
relating to the exercise of options, to advance the Company’s clinical development plans. These clinical plans are
designed to enable the Company to obtain publications and then potential regulatory approval for the new
indications for our licensing partner’s drug.
In addition to our US clinical development and commercialisation program, Norwood Immunology is pursuing
commercial licences for the rest of the world markets in immunology and related therapeutic areas. Norwood
Immunology is also open to consider partnering or mergers and acquisitions with projects or companies to secure
development technologies, marketed products and/or marketing and development companies. These acquisitions
would aim to enable a further broadening of the technology base and bring products in both immunology and
related therapeutic fields.
The Board would like to express its appreciation to all our shareholders for their continued support throughout the
year and to the employees of the Company for their dedication and the progress achieved. We look forward to
continuing to build further value in the Company through the progression of our clinical trial program over the
coming year and expect to report further progress with our interim results due in March 2006.
Rolf Stahel
Chairman
October 2005
4
PROFIT AND LOSS ACCOUNT
Year ended 30 June 2005
Note 2005
AUD
2004
AUD
Other operating expenses (net)
Share-based compensation charge
(5,795,913)
-
(7,845,355)
(290,000)
Total operating expenses (net) (5,795,913) (8,135,355)
OPERATING LOSS
Finance income (net)
(5,795,913)
281,891
(8,135,355)
19,937
LOSS ON ORDINARY ACTIVITIES BEFORE
TAXATION
Tax on loss on ordinary activities
(5,514,022)
-
(8,115,418)
-
RETAINED LOSS FOR THE FINANCIAL YEAR (5,514,022) (8,115,418)
Loss per share
Basic 3 (0.045) (0.079)
Diluted 3 (0.045) (0.079)
All activities derive from continuing operations.
There no recognised gains and losses for the current financial year and preceding financial year other than as stated
in the profit and loss account.
5
BALANCE SHEET
30 June 2005
Note
2005 2004
AUD AUD
FIXED ASSETS
Tangible assets
8,858 4,581
CURRENT ASSETS
Debtors 195,615 124,084
Cash at bank and in hand 6,769,585 11,086,439
6,965,200 11,210,523
CREDITORS: amounts falling due within one year
(1,445,525) (2,423,945)
NET CURRENT ASSET
5,519,675 8,786,578
TOTAL ASSETS LESS CURRENT LIABILITIES
5,528,533 8,791,159
CAPITAL AND RESERVES
Called up share capital 27,330,261 25,078,865
Profit and loss account (21,801,728) (16,287,706)
TOTAL EQUITY SHAREHOLDERS' FUNDS
5,528,533 8,791,159
CASH FLOW STATEMENT
Year ended 30 June 2005
Note 2005 2004
AUD AUD
Net cash outflow from operating activities 4 (6,850,653) (5,790,383)
Returns on investments and servicing of finance 5
299,074 19,937
Capital expenditure and financial investment 5 (7,014) (4,891)
Cash outflow before financing (6,558,593) (5,775,337)
Financing 5 2,241,739 15,861,396
(Decrease)/increase in cash in the year 6 (4,316,854) 10,086,059
NOTES TO THE FINANCIAL INFORMATION
1 Basis of preparation
The figures and financial information for the year ended 30 June 2005 do not constitute the statutory
financial statements within the meaning of section 240 of the Companies Act 1985 but are derived from the
audited financial statements.
The financial information for both the years ended 30 June 2005 and 30 June 2004 has been extracted from
the audited financial statements for the year ended 30 June 2005. The auditor’s report on those accounts was
unqualified.
The financial information in this announcement has been prepared on the basis of UK Generally Accepted
Accounting Principles and the accounting policies as set out in the most recently published set of annual
financial statements. The preliminary results have been prepared using accounting policies consistent with
those adopted in the audited financial statements for the year to 30 June 2004.
The audited statutory financial statements for the year ended 30 June 2005 are being distributed to
shareholders from today, 13 October 2005, and are available from the Company’s website
www.norwoodimmunology.com.
This preliminary announcement was approved by the board of Norwood Immunology Limited on 13 October
2005.
2 Going concern
The Company is an emerging pharmaceutical business and as such expects to be cash absorbing until its
technologies are commercialised.
The Company does not have sufficient cash resources to fund its current level of activities for at least the
next 12 months, but the directors have reasonable expectation that the Company can raise additional cash
resources during the next 12 months for this purpose, and have therefore prepared these financial statements
on a going concern basis.
In the event that additional funds are not secured, the Company would seek to reduce its overheads and other
costs and further delay, reduce or eliminate clinical trial developments which are not externally funded by
partners.
Whilst the directors are currently uncertain as to the outcome of the fundraising process, the directors have
formed a judgement at the time of preparing the financial statements that they believe that it is appropriate
for the financial statements to be prepared on the going concern basis as the existing funds and the actions
being undertaken should enable the Company to continue for at least twelve months after approval of the
accounts.
For this reason the directors continue to adopt the going concern basis in preparing the financial statements.
The financial information does not contain any adjustments that would arise if the financial information was
not drawn up on a going concern basis.
7
3 Basic and diluted loss per ordinary share
The calculations of earnings per share are based on the following losses and numbers of shares.
2005 2004
AUD AUD
Retained loss for the financial year: (5,514,022) (8,115,418)
No. No.
Weighted average number of shares:
For basic earnings per share 121,979,956 103,635,651
Exercise of share options --
For diluted earnings per share 121,979,956 103,635,651
FRS 14 requires presentation of diluted EPS when a company could be called upon to issue shares that
would decrease net profit or increase net loss per share. The loss and weighted average number of ordinary
shares for the purpose of calculating the diluted earnings per ordinary share are identical to those used for the
basic earnings per ordinary share, as the exercise of share options would have the effect of reducing the loss
per ordinary share and is therefore not dilutive.
4 Reconciliation of Operating Loss to Operating Cash Flows
2005 2004
AUD AUD
Operating loss (5,795,913) (8,135,355)
Share based compensation charge -290,000
Depreciation 2,737 310
Increase in debtors (71,531) (117,164)
(Decrease)/increase in creditors (985,946) 2,171,826
Net cash outflow from operating activities (6,850,653) (5,790,383)
5 Analysis of Cash Flows
2005 2004
AUD AUD
Returns on investments and servicing of finance
Interest received 307,286 20,886
Interest paid (8,212) (949)
Net cash inflow 299,074 19,937
8
Capital expenditure and financial investment
Purchase of tangible fixed assets (7,014) (4,891)
Net cash outflow (7,014) (4,891)
Financing
Issue of ordinary share capital (net)
(Decrease)/increase in short term borrowings
2,251,395
(9,656)
11,753,515
4,107,881
Net cash inflow 2,241,739 15,861,396
6 Analysis and Reconciliation of Net Funds
1 July 2004
AUD
Cash flow
AUD
30 June
2005
AUD
Cash at bank and in hand
Debt due within 1 year
11,086,439
(9,656)
(4,316,854)
9,656
6,769,585
-
Net funds 11,076,783 (4,307,198) 6,769,585
2005
AUD
2004
AUD
Increase in cash in the year
Cash (outflow)/inflow from decrease/(increase) in
debt financing
(4,316,854)
9,656
10,086,059
(4,107,881)
Change in net funds resulting from cash flows
Issue of equity for debt
(4,307,198)
-
5,978,178
10,621,850
Movement in net funds in year
Net funds at beginning of year
(4,307,198)
11,076,783
16,600,028
(5,523,245)
Net funds at end of year 6,769,585 11,076,783
END
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