Tekcapital plc Announces Full Fiscal Year 2020 Financial Results for the Year-Ended November 30, 2020

LONDON, April 30, 2021 (GLOBE NEWSWIRE) — Tekcapital Plc (AIM: TEK),(OTCQB: TEKCF), the UK intellectual property (IP) investment group focused on creating valuable products from investing in university technologies that can improve the quality of life, announces its audited results for the year ended 30 November 2020.

Financial highlights

• Net Assets increased 45% to US$32.7m, a record level (2019: US$22.5m)
  – NAV per share US$0.35 (2019: US$0.35)
• Portfolio valuation increased 50% to US$30.5m (2019: US$20.3m)
• Total revenue US$9.9m (2019: US$7.7m)
  – Revenue from services US$1.19m (2019: US$1.20m)
  – Net increase of US$8.7m in fair value of portfolio companies (2019: US$6.5m)
• Profit after tax: US$7.7m (2019: US$5.5m)
• Service revenues cover approximately 54% of cost base (cost of sales and operating expenses)
• Share placings totalling US$2.6m completed during the period, plus an additional raise of US$5.3m completed post-period end.

Operational highlights: Material Portfolio Companies

Salarius^® Limited (“Salarius”) (97.2% ownership) www.salarius.co

Salarius Ltd manufactures MicroSalt^®, a new, patented, all natural, non-GMO, Kosher, low-sodium salt that tastes great and has half of the sodium of regular table salt.

Investment Rationale:

The snack food industry is focused on developing and providing “better for you” products that both taste good and help reduce sodium intake. The reason for this is that excess sodium consumption contributes to cardiovascular disease, a leading cause of premature death globally. To help address this problem, Salarius has developed a patented process for producing micron sized salt crystals. MicroSalt^® has all the flavour of salt with roughly half the sodium for topical applications such as crisps, pretzels, nuts, popcorn and other salty snacks.

Recent developments:

• Signed a distribution agreement with Gehring-Montgomery Inc., a leading national ingredient distributor to expand B2B sales of MicroSalt^® across the United States.
• Signed a partnership agreement with FXM Ingredients, Inc. to lead B2B sales and marketing of MicroSalt^® in Mexico and Latin America.
• Formed MicroSalt Inc, a fully owned subsidiary of Salarius Ltd to expand its operations in the United States.

Lucyd^® Limited (“Lucyd”) (100% ownership) www.lucyd.co

Lucyd is seeking to Upgrade Your Eyewear^® by developing and selling designer prescription eyewear with smart features at affordable prices. Lucyd was the first company to deliver prescription glasses with Bluetooth^® technology in 2019. Their frames help you stay connected safely and conveniently, by enabling many common smartphone tasks to be performed handsfree via voice assistants.

Investment Rationale:

In the U.S. pedestrian fatalities have increased more than 50% from 2009 to 2018. This is primarily because drivers and pedestrians alike are distracted with their smartphones. Approximately 2/3rds of the population wear corrective lenses, and the advancements in Bluetooth technology have enabled it to be incorporated into traditional eyeglass form factors. This combination created a new type of glasses with built-in speakers, microphone and touch controls, Lucyd e-glasses, which allow the wearer to forego headphones and headsets and use their glasses to listen to audio content and talk to others. Since the speakers are open-ear, Lucyd e-glasses enable the wearer to stay connected to their digital life while maintaining situational and social awareness.

Recent Developments:

• Announced it had filed patent and trademarks on its forthcoming Vyrb^TM app. Vyrb users will be able to listen and produce social media posts on select platforms with their voice, without having to look at their smartphones or type messages. The app is designed to improve utility of Lucyd’s Bluetooth^® glasses and other wireless hearables like AirPods^®. The beta version of the app is slated to be launched in August 2021.
• Formed Innovative Eyewear, Inc, a new, fully owned subsidiary of Lucyd Ltd, and commenced a Regulation Crowdfunding program on StartEngine, where it sought to raise approximately US$400,000 at a $3.75m pre-money valuation. The funding target was achieved and subsequently extended to US$1,070,000. More than 4,000 investors participated in the fundraise. The purpose of the fundraise was to provide additional capital for the further development and launch of its new Lucyd Lyte™ e-glasses and its Vyrb™ voice-focused social media app. As of 30 November 2020, Lucyd Ltd held 90% ownership in Innovative Eyewear Inc with crowdfund investors holding remaining 10%. At the completion of the crowdfund (April 2021), Lucyd Ltd held 75% ownership of Innovative Eyewear, Inc., the U.S. subsidiary that owns the exclusive license to Lucyd’s technology.
• Filed two design patents on their Lucyd Lyte™ e-glasses, which were launched in December 2020.
• Lucyd’s in-house developed utility patent, for a software system to control wearables and IOT devices, was granted by the USPTO.

Guident Limited (“Guident”) (100% ownership) www.guident.co

Guident is developing remote monitoring and control software to improve the safety of autonomous vehicles and land-based delivery devices. Guident’s software will incorporate artificial intelligence and advanced network technologies to minimize signal latency and improve reliability.

Investment Rationale:

Vehicles of all types are rapidly becoming electric and autonomous. While Autonomous Vehicles (“AVs”) are projected to be significantly safer than traditional vehicles, there will still be mishaps and in many instances there will be no vehicle operator present to help resolve these problems. We believe remote human interaction will be needed to address these mishaps. Guident is seeking to build a remote monitoring and control centre that will monitor vehicles and if necessary provide additional support such as calling first responders, taking over control of the vehicle to move it out of harm’s way and providing real-time communication with passengers or pedestrians. Over time we believe remote monitoring centres will be required in many jurisdictions.

Recent Developments:

• Announced key management appointments of Harald Braun as Company’s CEO and Daniel Grossman as the company’s Chief Revenue Officer. The company also appointed Michael Trank as VP Software Development and Dr. Gabriel Castaneda as Lead Architect, Artificial Intelligence Software.
• Won the Florida Atlantic University (FAU) competition as one of the most promising start-ups in South Florida, from a field of over 200 contestants. The judges were convinced that Guident’s creation of the first Remote Monitoring and Control Centre in Florida for autonomous vehicles, applying artificial intelligence, and their first use-case for ‘zero-touch’ ground-based delivery of groceries and medicines, would be the right choice to create significant value in South Florida and subsequently nationwide.
• Entered into a Strategic Alliance with Bestmile USA, Inc. This strategic alliance with Bestmile will focus on several areas of collaboration in Europe and North America. This will include providing Guident’s patented, advanced teleoperation system for autonomous and human-driven vehicles, to enhance customer safety and security, incorporating a reliable, low latency connection to any advanced mobile network solution.
• Guident announced it had acquired the exclusive license to U.S. patent # 8,941,251 from the Research Foundation of the State of New York. The patent enables the manufacture of electromagnetic regenerative shock absorbers with high energy densities that are able to recover a vehicle’s vibration energy which is otherwise lost due to road irregularities, vehicle accelerations and braking. In addition, this unique design utilizing rotary mechanical motion rectifiers can be tuned to achieve better damping characteristics than existing shock absorbers. This technology received the R&D 100 Award by R&D Magazine, for one of the 100 most significant technology innovations of the year from around the world. Two listed original equipment manufacturers (OEM’s) have signed NDA’s to evaluate the potential of incorporating these new shock absorbers into their electric vehicles.

Belluscura^® Plc (17.8% ownership) www.belluscura.com

Respiratory medical device company that has developed an improved portable oxygen concentrator (POC) to provide on-the-go supplemental O2. The company believes its product is the first FDA cleared, modular POC with a user-replaceable filter cartridge. Belluscura aims to make POC’s more affordable to those who need them.

Investment Rationale:

Worldwide, approximately 250m individuals suffer from Chronic Obstructive Pulmonary Disease (COPD). Many of these patients require supplemental oxygen. As there is no cure for COPD, over time patients require greater amounts of oxygen, and if they use a portable oxygen concentrator, this means they must replace their devices with greater capacity models as their disease progresses.  With Belluscura’s new patented device, recently cleared by the FDA, users can swap out the filter cartridges to enable higher capacity oxygen flow without having to buy a new device; like upgrading memory on a laptop. The result is significantly more affordable oxygen therapy for the life of the patient.

Recent Developments:

• Belluscura received FDA clearance for their POC in March 2021
• Belluscura filed an additional patent application (26 patents filed or licensed to-date) entitled “Improved Extracorporeal Membrane Oxygenation Device, System and Related Methods,” covering devices and systems for treating people suffering from acute respiratory distress caused by the Coronavirus.
• The need for oxygen concentrators has been exacerbated by the COVID-19 pandemic.
• Belluscura announced it is considering an IPO on the AIM Market of the London Stock Exchange (or other recognized stock exchange) and expects investments should qualify for Enterprise Investment Scheme relief.

Operational highlights: Corporate

As part of our continuing efforts to develop our team and expand our services:

• Konrad Dabrowski, CPA, who for the past three years has served as the Group’s Financial Controller, has been promoted to non-board CFO, replacing Mr. Malcolm Groat who provided five years of good service to the Company. Concomitant with this change, Malcolm stepped down from the Board of Directors at the conclusion of his term.
• Universities worldwide purchased more than 400 Invention Evaluator reports to assess the market potential of new technologies in 2020.
• Tekcapital delivered a webinar on commercialising university IP with the Creativity and Innovation Center 4.0 of the Universidad Tecnológica de Querétaro. This resulted in the formation of a strategic alliance with Universidad Tecnológica de Querétaro for providing Tekcapital’s services in Mexico.
• Tekcapital delivered a webinar in Brazil titled “Agritech Startups”, which gathered more than 60 key players from the Brazilian technology and innovations ecosystem.
• Tekcapital was invited to Petróleo Brasileiro S.A (Petrobras) to deliver a presentation on global opportunities in intellectual property licensing.
• Tekcapital executed a strategic alliance agreement with LicenciArte Colombia, a consultancy firm that offers services to strengthen, protect and commercialise technologies from universities and research laboratories.

Dr. Clifford Gross, Executive Chairman said: “Through the collective efforts of our dedicated and capable team we have achieved record results in 2020. Our portfolio companies have demonstrated significant growth and we believe they are well positioned to further expand and achieve meaningful milestones in 2021.”

Post period end portfolio company highlights

• On 2 December 2020, Salarius Ltd has successfully launched its innovative SaltMe!^® snack line on Amazon in North America. The company commenced sales of all four flavours on the e-commerce platform, offering six-count boxes of five-ounce packages. To date, the product received more than 70% 5-star ratings on Amazon.
• On 3 December 2020 Belluscura submitted the X-PLO₂R™ portable oxygen concentrator for 510(k) clearance with the U.S. FDA.
• On 6 January 2021, Lucyd announced the launch of Lucyd^® Lyte™ its tech-enhanced, prescription eyewear for active lifestyles. Lyte looks and feels just like designer fashion frames, are available in any prescription, yet are priced similar to ordinary prescription glasses. To date, the product received more than 65% 5-star ratings on Amazon, and a near-perfect rating on Lucyd.co where customers are able to customize the pairs with any prescription lens.
• On 5 February 2021, MicroSalt, Inc, a U.S. subsidiary of Salarius Ltd, commenced its Regulation Crowdfunding program on the MicroVentures platform, where it is seeking to raise approximately US$750K at a US$5m pre-money valuation.
• On 2 March 2021, Innovative Eyewear products were onboarded on Brookstone, an online B2B marketplace.
• On 8 March 2021, Belluscura plc announced the receipt of 510(k) Clearance from the US Food and Drug Administration (the “FDA”) for its X-PLO2R™ portable oxygen concentrator.
• On 10 March 2021, Salarius Ltd announced it has appointed Eduardo Souchon as V.P. of Business Development and Jay Shah, M.D., a Mayo Clinic cardiologist as a medical advisor.
• On 22 March 2021, Lucyd Ltd announced it has signed a distribution agreement with D. Landstrom Associates, to build distribution of Lucyd Lyte™ bluetooth e-glasses in big box retail stores in the U.S.
• On 1 April 2021, Lucyd Ltd announced that its US subsidiary Innovative Eyewear Inc has closed its over-subscribed Regulation Crowdfund, raising US$1.07m. Following completion of the crowdfund, Lucyd Ltd owned 75% of shares of Innovative Eyewear Inc.
• In April 2021, the Company converted its warrants and options for shares of Belluscura plc, bringing total shares held to 17.1 million (~23%).

Posting of Annual Report and Accounts
The Company’s annual report and accounts for the year ended 30 November 2020 will be available on the Company’s website www.tekcapital.com shortly and will be posted to shareholder on 04 May 2021.

For further information, please contact: 

About Tekcapital plc

Tekcapital creates value from investing in new, university-developed discoveries that can enhance people’s lives and provides a range of technology transfer services to help organisations evaluate and commercialise new technologies. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com

This press release is for informational purposes only. The information herein does not constitute investment advice nor an offer to invest and may contain statements related to our future business and financial performance and future events or developments involving Tekcapital that may constitute forward-looking statements. These statements may be identified by words such as “expect,” “look forward to,” “anticipate” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project” or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, on social media, in material delivered to customers, stakeholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements may be based on the current expectations and certain assumptions of Tekcapital’s management. Please note that these are subject to a number of risks, uncertainties and factors, including, but not limited to those described in various disclosures. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Tekcapital may vary materially from those described explicitly or implicitly in the relevant forward-looking statement. Forward-looking statements express, as at the date of this release, the Company’s plans, estimates, valuations, forecasts, projections, opinions, expectations or beliefs as to future events, results or performance. Forward-looking statements involve a number of risks and uncertainties, many of which are beyond the Company’s control, including those associated with COVID-19, and there can be no assurance that such statements will prove to be accurate. No assurance is given that such forward looking statements or views are correct or that the objectives of the Company will be achieved. Further, valuations of Company’s portfolio investments and net asset value can and will fluctuate over time due to a variety of factors and this could have a material impact on the Company’s financial performance. Tekcapital neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which may differ from those anticipated.

General Risk Factors and Forward-Looking Statements

The information contained in this document has been prepared and distributed by the Company and is subject to material updating, completion, revision, verification and further amendment. This Report is directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any other person who receives this Report should not rely or act upon it. By accepting this Report the recipient is deemed to represent and warrant that: (i) they are a person who falls within the above description of persons entitled to receive the Report; (ii) they have read, agree and will comply with the contents of this notice. The securities mentioned herein have not been and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any U.S. State securities laws, and may not be offered or sold in the United States of America or its territories or possessions (the “United States”) unless they are registered under the Securities Act or pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. This Report is not being made available to persons in Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any other jurisdiction in which it may be unlawful to do so and it should not be delivered or distributed, directly or indirectly, into or within any such jurisdictions.

Investors must rely on their own examination of the legal, taxation, financial and other consequences of an investment in the Company, including the merits of investing and the risks involved. Prospective investors should not treat the contents of this Report as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers concerning any acquisition of shares in the Company. Certain of the information contained in this Report has been obtained from published sources prepared by other parties. Certain other information has been extracted from unpublished sources prepared by other parties which have been made available to the Company. The Company has not carried out an independent investigation to verify the accuracy and completeness of such third party information. No responsibility is accepted by the Company or any of its directors, officers, employees or agents for the accuracy or completeness of such information.

All statements of opinion and/or belief contained in this Report and all views expressed represent the directors’ own current assessment and interpretation of information available to them as at the date of this Report. In addition, this Report contains certain “forward-looking statements”, including but not limited to, the statements regarding the Company’s overall objectives and strategic plans, timetables and capital expenditures. Forward-looking statements express, as at the date of this Report, the Company’s plans, estimates, valuations, forecasts, projections, opinions, expectations or beliefs as to future events, results or performance. Forward-looking statements involve a number of risks and uncertainties, many of which are beyond the Company’s control, and there can be no assurance that such statements will prove to be accurate. No assurance is given that such forward looking statements or views are correct or that the objectives of the Company will be achieved. Further, valuations of Company’s portfolio investments and net asset value can and will fluctuate over time due to a wide variety of factors both company specific and macro-economic. Changes in net asset values can have a significant impact on revenue and earnings of the Company and its future prospects. Additionally, the current Coronavirus pandemic may produce negative economic activities which could reduce the company’s economic performance and the performance of its portfolio companies in ways that are difficult to quantify at this juncture. It may cause a downturn in the markets in which the Company operates, reduce the Company’s net asset values, revenue, cash flow, access to investment capital and other factors which could negatively impact the Company. As a result, the reader is cautioned not to place reliance on these statements or views and no responsibility is accepted by the Company or any of its directors, officers, employees or agents in respect thereof. The Company does not undertake to update any forward-looking statement or other information that is contained in this Report. Neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy or completeness of the information contained in this Report or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Report. Neither the issue of this Report nor any part of its contents is to be taken as any form of contract, commitment or recommendation on the part of the Company or the directors of the Company. In no circumstances will the Company be responsible for any costs, losses or expenses incurred in connection with any appraisal, analysis or investigation of the Company. This Report should not be considered a recommendation by the Company or any of its affiliates in relation to any prospective acquisition or disposition of shares in the Company. No undertaking, Report, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any of its affiliates, any of its directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Report and no responsibility or liability is accepted for any such information or opinions or for any errors or omissions. 

Intellectual Property Risk Factors
Tekcapital mission is to create valuable products from university intellectual property that can improve people’s lives. Therefore, our ability to compete in the market may negatively affected if our portfolio companies lose some or all of their intellectual property rights. If patent rights that they rely on are invalidated, or if they are unable to obtain other intellectual property rights. Our success will depend on the ability of our portfolio companies to obtain and protect patents on their technology and products, to protect their trade secrets, and for them to maintain their rights to licensed intellectual property or technologies. Their patent applications or those of our licensors may not result in the issue of patents in the United States or other countries. Their patents or those of their licensors may not afford meaningful protection for our technology and products. Others may challenge their patents or those of their licensors by proceedings such as interference, oppositions and re-examinations or in litigation seeking to establish the invalidity of their patents. In the event that one or more of their patents are challenged, a court may invalidate the patent(s) or determine that the patent(s) is not enforceable, which could harm their competitive position and ours. If one or more of our portfolio company patents are invalidated or found to be unenforceable, or if the scope of the claims in any of these patents is limited by a court decision, our portfolio companies could lose certain market exclusivity afforded by patents owned or in-licensed by us and potential competitors could more easily bring products to the market that directly compete with our own. The uncertainties and costs surrounding the prosecution of their patent applications and the cost of enforcement or defense of their issued patents could have a material adverse effect on our business and financial condition.

To protect or enforce their patent rights, our portfolio companies may initiate interference proceedings, oppositions, re-examinations or litigation against others. However, these activities are expensive, take significant time and divert management’s attention from other business concerns. They may not prevail in these activities. If they are not successful in these activities, the prevailing party may obtain superior rights to our claimed inventions and technology, which could adversely affect their ability of our portfolio companies to successfully market and commercialize their products and services. Claims by other companies may infringe the intellectual property rights on which our portfolio companies rely, and if such rights are deemed to be invalid it could adversely affect our portfolio companies and ourselves as investors in these companies.

From time to time, companies may assert, patent, copyright and other intellectual proprietary rights against our portfolio company’s products or technologies. These claims can result in the future in lawsuits being brought against our portfolio companies or their holding company. They and we may not prevail in any lawsuits alleging patent infringement given the complex technical issues and inherent uncertainties in intellectual property litigation. If any of our portfolio company products, technologies or activities, from which our portfolio companies derive or expect to derive a substantial portion of their revenues and were found to infringe on another company’s intellectual property rights, they could be subject to an injunction that would force the removal of such product from the market or they could be required to redesign such product, which could be costly. They could also be ordered to pay damages or other compensation, including punitive damages and attorneys’ fees to such other company. A negative outcome in any such litigation could also severely disrupt the sales of their marketed products to their customers which in turn could harm their relationships with their customers, their market share and their product revenues. Even if they are ultimately successful in defending any intellectual property litigation, such litigation is expensive and time consuming to address, will divert our management’s attention from their business and may harm their reputation and ours.

Several of our portfolio companies may be subject to complex and costly regulation and if government regulations are interpreted or enforced in a manner adverse to them, they may be subject to enforcement actions, penalties, exclusion, and other material limitations on their operations and have a negative impact on their financial performance. All of the above listed risks can have a material, negative affect on our net asset value, revenue, performance and the success of our business and the portfolio companies we invested in.

STRATEGIC REPORT

Chairman’s statement

Tekcapital brings new scientific innovations from lab to market to enhance safety and health and improve the quality of life of the customers we serve. Achieving our mission has never been more important than right now, as the COVID-19 pandemic has resulted in significant and unprecedented global health and financial distress.

In 2020, despite these events, all of our active portfolio companies made significant progress and the value of our portfolio holdings increased by 50%. As a result, for the year, our net assets increased by approximately 45% to US$32.7m, a record level for our Company. Total revenues increased 28% to US$9.9m while our after-tax profit increased by 39% to US$7.7m.

Key portfolio companies

Using our proprietary global university network, we provide services to universities and companies to help them commercialize their innovations. Additionally, over the past four years, using these services, we have built a valuable group of portfolio companies to commercialize select intellectual properties we or our portfolio companies have uncovered. We believe that when you couple commercialization ready, compelling university IP with visionary management, vibrant companies will likely emerge, net assets are likely to grow, returns on invested capital will outperform the sector and exits, if they occur, will occur faster. When we realise exits through trade sales or IPO’s, the Group’s goal is to distribute a portion of the proceeds as a special dividend to our shareholders.

Our current portfolio companies were all started by Tekcapital from a clean sheet of paper. Whilst few in number, they are diverse and span multiple sectors including food tech, autonomous vehicles, smart eyewear and respiratory medical devices. In our view, all of our portfolio companies have compelling intellectual properties, capable and inspired management and address US$B+, fast growing markets. The entire team at Tekcapital is committed to helping these companies grow to achieve their full potential and value, which we view as significant.

Salarius is a food tech business that owns a patented process to produce nanoparticle sized salt. These small crystals dissolve faster on the tongue, so you need to use less salt, whilst still having the same salty taste. Less salt means about 50% less sodium for most applications. Less sodium means a reduced likelihood of developing high blood pressure and heart disease, the world’s leading cause of death. In addition to its focus on B2B sales of MicroSalt^® to snack food companies, as proof of concept, Salarius has launched its own snack food brand called SaltMe!^TM. Beginning in August 2020 they started shipping their first product, SaltMe! potato chips, to stores throughout the U.S. According to Future Market Insights, the low sodium ingredient market is estimated to reach US$1.76bn¹ by 2025. Tekcapital owns 97.15% of Salarius and 87.1% of its U.S. subsidiary MicroSalt Inc. as of the date of this report.

Lucyd has built a new, online eyeglass business that combines technology with traditional eyewear. Recently they launched Lucyd Lyte^TM, their most advanced and compelling Bluetooth^® eyewear. This product combines proper prescription, designer glasses with Bluetooth technology that you can use to answer your phone, listen to music, and talk with Siri^® or Alexa^®. The product has initially been very well received. Lucyd is focused on expanding its sales online and leveraging retail distribution after the pandemic subsides, through existing specialty and large format stores in late 2021. Lucyd has developed and filed 24 U.S. utility and design patents covering its products. According to Statista², the current U.S. online market for eyewear is $3.8b per year. Tekcapital owned 100% of Lucyd and 90% of its U.S. subsidiary Innovative Eyewear Inc as of 30 November 2020.

Guident owns or holds the exclusive licence to a group of patents that we believe can improve the safety of autonomous vehicles and land-based autonomous delivery devices once brought to market. Guident has significantly progressed its R&D efforts, increased its intellectual capital in 2020 with several additional patent acquisitions and in-house developed properties and software, along with key team additions. Guident has begun its B2B marketing program for its Remote Control and Monitoring Center and is seeking to consummate strategic alliances and partnerships in the last mile delivery, smart city and AV sectors. Such monitoring has recently been required by law in the State of Florida and is being reviewed in other jurisdictions. According to Allied Market Research³, the global market for autonomous last mile delivery is projected to reach US$11.9 billion in 2021. Additionally, Guident has acquired an exciting, new regenerative shock absorber technology, to help extend the range of electric vehicles. Guident has executed NDA’s with two listed OEM’s to test these new shocks for potential use in their electric vehicles and is currently fabricating prototypes for testing. Tekcapital owned 100% of Guident and approximately 96% of its U.S. subsidiary Guident Corporation as of 30 November 2020.

Belluscura has developed an improved portable oxygen concentrator to provide on-the-go supplemental O₂, with user replaceable filter cartridges. When a patient’s respiratory disease progresses, they now can upgrade the filter cartridge to provide more liters of O₂ per minute, similar to upgrading memory on a laptop, rather than having to replace an expensive medical device. We believe the cost-savings will be beneficial to patients and insurance companies, and should help make respiratory healthcare more affordable which is core to Belluscura’s mission. Belluscura filed for 510(K) clearance from the US FDA in December 2020 and received clearance in March 2021.

Belluscura have announced that they may plan to float on AIM or conduct an alternative financing, in the near-term, to finance and accelerate the manufacture and distribution of their portable oxygen concentrators. According to Global Market Insights, the medical portable O₂ market is currently US$1.4bn⁴ a year and growing by more than US$100m/year⁴. Belluscura has 18 patents filed or licensed to-date covering devices and systems for treating people suffering from acute respiratory distress caused by COPD or the Coronavirus pandemic. Tekcapital owned 17.8% of Belluscura as of 30 November 2020 and ~23% as of the date of this report.

Financial Performance

In 2020, despite the global COVID-19 pandemic and the related social and economic hardship, we are fortunate that our team is healthy, all of our active portfolio companies made significant progress and the value of our portfolio holdings increased by 50%. This increase was driven primarily by:

• increase in the fair value of Group’s holding in Guident Ltd (increase of US$6.5m), as a result of the addition of new intellectual property and discounting of management’s projections to 30 November 2020
• increase in the fair value of Group’s shares in Lucyd Ltd (increase of US$1.6m) driven by commercial progress and extending management’s forecasts to 5 years
• increase in the fair value of Group’s shares in Salarius Ltd (increase of US$0.7m) driven by commercial progress

As a result, for the year, our net assets increased by approximately 45% to US$32.7m, a record level for our Company. Total revenues increased 28% to US$9.9m with unrealised profit on the revaluation of investments driving that increase by US$8.7m. Our after-tax profit increased by 39% to US$7.7m.

Principal Risks and Uncertainties

The specific financial risks are discussed in the notes to the financial statements. Other risks are as follows:

• We believe the principal financial risks and benefits of the business relate to the value and performance of the Group’s portfolio companies. We believe that the fair value of each portfolio company is a time dependent valuation that may become impaired if the business does not achieve it milestones, growth trajectory, product development goals, market acceptance, capital raises or other key performance metrics. Individually and as a group our portfolio companies have a material impact on our financial performance.
• The risk of individual portfolio company negative performance, in the future, may be ameliorated, as our portfolio becomes more mature, and when our portfolio companies develop significant capital reserves, predictable revenues and have demonstrated significant increases in value.
• The principal operational risk of the business is management’s ability to assist our portfolio companies in achieving their goals and ultimate exits whilst having a small team and an additional goal of increasing our service revenues.
• The Group is dependent on its executive team and directors for its operations and ultimate success and there can be no assurance that it will be able to retain the services of these key personnel in the futures.
• The COVID-19 pandemic may produce negative economic activities which could reduce the Group’s economic performance. Further, until the Group covers all of its operating costs from service revenue and or portfolio company exits, it will seek to raise additional capital to fund operations and provide follow-on investments in portfolio companies.

Fundraisings during the period

Early-stage businesses facing large market opportunities need talent, technology and capital to succeed. To help address this we completed the following fundraises in 2020:

On 6 February 2020, the Group announced it had completed a fundraising of US$0.96m (before expenses) through the placing of 14,800,000 new Ordinary Shares with new and existing investors at a price of 5 pence per new Ordinary Share.

On 1 May 2020, the Group announced it had completed a fundraising of US$1.15m through placing of 9,250,000 new Ordinary Shares with new and existing investors at a price of 10 pence per new Ordinary Share.

On 17 September 2020, the Group announced it completed a fundraise US$0.5m (before expenses) through placing of 4,750,000 new ordinary shares with existing investors at a price of 8 pence per new Ordinary Share.

Post end of period fundraising:

On March 18, 2021, the Company announced that it had raised US$5.28m (before expenses) through placing of 38,000,000 new Ordinary Shares with existing and new investors at a price of 10 pence per new Ordinary Share.

Current Trading and Outlook

We are enthusiastic about the development of Tekcapital’s portfolio companies, their performance to-date and their prospects to significantly expand in 2021. The Board is confident that continued investment in our portfolio companies remains the right approach for potential long-term value creation. Additionally, we are currently exploring early-stage venture funding and conducting equity crowdfunding for a number of our portfolio companies, to accelerate growth and brand awareness for these companies.

Whilst the Company is progressing very well, investors should note that net asset values will fluctuate from period to period due to individual portfolio company performance, valuations and changes in market conditions and macro-economic financial conditions, including the current COVID-19 pandemic, and that changes in the value of our portfolio companies can have a significant impact on our NAV, revenue, income and future prospects.

We are grateful for the patience and support of our shareholders. We are also sincerely appreciative of our dedicated, creative and incredibly hardworking team, without whom, none of the results reported herein would be possible.

Section 172 (1) statement

Our Board ensures that all decisions are taken for the long term, and collectively and individually aims to always uphold the highest standard of conduct. Similarly, our Board acknowledges that the business can only grow and prosper over the long-term if it understands and respects the views and needs of the Company’s investors, customers, employees, suppliers and other stakeholders to whom we are accountable, as well as the environment we operate within.

When making decisions, each director ensures that they act in the way that would most likely promote the Company’s success for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the following matters:

(a) The likely consequences of any decision in the long term
In line with our strategy, Tekcapital’s purpose is to find and invest in exciting new discoveries from our global university network that can enhance people’s lives. We believe that when you couple commercialization ready, compelling university IP with strong senior management, vibrant companies will likely emerge. When we realise exits the Group’s goal is to distribute a portion of the proceeds as a special dividend to our shareholders.

With this in mind, we apply the same high standards of responsible stewardship to our businesses as if we were to own them forever, and it is this approach to decision making that requires the Directors to have regard to the likely consequences of decisions in the long-term.

(b) The interests of the Company’s employees
The Board strives to maintain and develop a culture where everyone feels valued and included. The Board also considers the health, safety and wellbeing of all Tekcapital employees in everyday decisions.  Feedback from employees is actively encouraged and is considered a key driver in developing our business activities, processes and workplace environment. Initiatives to encourage wellbeing are well established and continue to evolve and are strongly influenced by the workforce. Professional and personal development of employees is viewed as fundamental to the continued success of the Company.

(c) The need to foster the Company’s business relationships with suppliers, customers and others
The Board ensures that the Company’s mission is focused on improving the world with university discoveries, and focuses on innovations that, if successful, can improve the quality of life of customers we serve.

The Board recognises that it is crucial that we deliver a reliable service to our customers and maintain excellent relationships with suppliers. The Board also considered near-term demand and how customers’ priorities might change over a longer period of time, including effect of the COVID-19 pandemic.

(d) The impact of the company’s operations on the community and the environment
In their decision making, the Directors need to have regard to the impact of the Company’s operations on the community and environment. The Board plays a constructive role in tackling issues through engagement and making sure the Company’s investments focus on improving quality of life and attempt to solve significant health and safety problems facing communities.

(e) The desirability of the Company maintaining a reputation for high standards of business conduct
The Board recognises that culture, values and standards are key contributors to how a company creates and sustains value over the longer term, and to enable it to maintain a reputation for high standards of business conduct. High standards of business conduct guide and assist in the Board’s decision making, and in doing so, help promote the Company’s success, recognising, amongst other things, the likely consequences of any decision in the long-term and wider stakeholder considerations. The standards set by the Board mandate certain requirements and behaviours with regards to the activities of the Directors, the Group’s employees and others associated with the Group.

(f) The need to act fairly as between members of the Company
The Company has one class of ordinary shares, which have the same rights as regards voting, distributions and on a liquidation. Management are also significant shareholders in the Company, holding approximately 9.3% of the register, together putting them in the top 3 shareholders of the Company. On this basis the Board feels that the executive Directors are fully aligned with shareholders.

On the basis of the above, the members of the Board consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 30 November 2020.

Dr Clifford M Gross

Chairman and CEO

29 April 2021

Directors Report

Directors

The following Directors held office during the period, or as of the date of this report.

Clifford M Gross, Ph. D.
Robert Miller, M. D.
Louis Castro (appointed on 2 December 2019)
The RT Hon Lord David Willets FRS (appointed on 6 January 2020)

The following officers no longer hold office with the Company:
M J Malcolm Groat (held office from April 2014 through completion of term in July 2020)
Robert Payne (resigned 31 December 2019)

The Group has chosen to set out in the groups strategic report information required to be contained in the directors’ report. It has done so in respect of future developments. The principal activity of the parent company is that of an investment entity.

Statement of Directors’ responsibilities

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and parent company financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the current Directors, whose names are listed in the Directors’ report on page 30 of the financial statements confirm that, to the best of each person’s knowledge and belief:

• the financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit (or Loss) of the Group and Company; and

• the chairman’s statement contained in the annual financial statements includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website www.tekcapital.com. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Going Concern

The Group meets its day to day working capital requirements through its service offerings and monies raised through the issuances of equity. The Group’s forecasts and projections indicate that the Group has sufficient cash reserves to operate within the level of its current facilities. Whilst it is the Group’s intention to rely on the available cash reserves, future income generated from its service offerings and reductions in its cost base, a negative variance in the forecasts and projections would make the Group’s ability to continue as going concern dependent on an additional fund raise. If the Group’s forecasts are not achieved, the Directors would seek to raise the additional funds through equity issues. Whilst the COVID-19 epidemic is contributing to uncertainty in the markets and the full impact is difficult to measure, at the time of approving the accounts after making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

Information has been included in the strategic report in relation to disclosures under S414C(11) of the Companies Act 2006.

Dividends

No dividend was paid or was proposed during the year ended 30 November 2020.

Audit Committee
The Board operates an Audit Committee, chaired by Louis Castro. This Committee carries out duties as set out in the AIM Admission Document, supervising the financial and reporting arrangements of the Group. During the period, no issues arose that the Directors consider appropriate to disclose in their Report.

Research and Development
The Group incurred expenses related to research and development activities. The activities were limited to improvement of the Innovation Discovery Network solution, developed to facilitate an improved technology search engine.

Remuneration Committee
The Board has delegated to its Remuneration Committee, chaired by Dr Robert Miller, certain responsibilities in respect of the remuneration of senior executives. During the period, no issues arose that the Directors consider appropriate to disclose in their Report.

Directors Emoluments

Director’s proportion of the stock option expense is below US$20,000.

The Group did not make any contributions to a pension scheme in the year ended 30 November 2020 (2019: Nil).

Directors’ beneficial interests in shares:

Please note the above figure for Clifford M Gross does not include 100,000 shares held by both of Dr. Gross’s adult children, who are not considered a PCA as defined in the Article 3(1)(26) of the UK Market Abuse Regulation.

The details of the options held by each director as of 30 November 2020 are as follows:

* The options vest in three equal annual instalments from the date of grant and there is a special condition which means the options will vest when the closing price for a share has been traded at more than 50 pence (sterling) for ten consecutive trading days.

** The options shall vest when the net asset value, as stated in the annual consolidated accounts, meets, or exceeds USD$20.53m during the 36 months after the grant date. The threshold shall be re-tested when each set of accounts published during the 36 months are finalised.

525,000 options were held by Harrison Gross, received as part of his employment compensation with the Company. Harrison is an adult family member of Dr. Clifford Gross and Dr. Gross disclaims any ownership or control of these options.

Principal Risks and Uncertainties

Please refer to Strategic Report.

Post Balance Sheet Events

For further details, please refer to note 28 in the notes to the financial statements.

Independent auditors

HW Fisher LLP were appointed as auditor to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting. Statement of disclosure of information to auditors

Each of the persons who was a Director at the date of approval of this report confirms that:

• so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

By order of the Board of Directors and signed on behalf of the Board

Louis Castro

Director

29 April 2021

Tekcapital Plc
Consolidated Statement of comprehensive income
For the year ended 30 November 2020

The Group has used the exemption under S408 CA 2006 not to disclose the Company income statement.

Items in the statement above are disclosed net of tax.

The notes on pages 23 to 60 are an integral part of these consolidated financial statements.

Tekcapital Plc
Consolidated Statement of financial position
At 30 November 2020

The notes on pages 23 to 60 are an integral part of these financial statements.
The financial statements on pages 17 to 60 were authorised for issue by the Board of Directors on 29 April 2021 and were signed on its behalf.

Tekcapital Plc
Company Statement of financial position
At 30 November 2020

The Company’s loss before tax for the year ended 30 November 2020 was $316,239.

The notes on pages 23 to 60 are an integral part of these financial statements.
The financial statements on pages 17 to 60 were authorised for issue by the Board of Directors on 28 April 2021 and were signed on its behalf. 

Tekcapital Plc
Consolidated Statement of changes in equity
For the year ended 30 November 2020

Share premium – amount subscribed for share capital in excess of nominal value, net of directly attributable costs.

Translation reserve – amount recognised for foreign exchange differences recognised in Other Comprehensive Income.

Merger reserve – amount subscribed for share capital in excess of nominal value in relation to the qualifying acquisition of subsidiary undertakings.

Profit and loss account – cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

The notes on pages 23 to 60 are an integral part of these financial statements.

Tekcapital PLC
Company Statement of changes in equity
For the year ended 30 November 2020

Share premium – amount subscribed for share capital in excess of nominal value, net of directly attributable issue costs.

Translation reserve – amount recognised for foreign exchange differences recognised in Other Comprehensive Income.

Profit and loss account – cumulative net gains and losses recognised in the consolidated financial statements of comprehensive income.

The notes on pages 23 to 60 are an integral part of these financial statements.

Tekcapital Plc
Consolidated Statement of cash flows
For the year ended 30 November 2020

Notes

Segmental revenues and results

Segment assets and liabilities

Geographical information

Geographical information

* The Group received an R&D tax relief, the directors consider this to be income.
** Includes PPP grant totalling US$77,837 received by Tekcapital LLC which has been forgiven in full.

All of the Group’s major service lines are sold directly to consumers and not through intermediaries. All revenue recognised in the reporting period represent performance obligations satisfied in the current period.

7. Expenses

7.1 Expenses by nature

Included in the Other administration expenses in the amount of US$70,766 related to payments under operating lease for the office rental agreement.

7.2 Auditor remuneration

8. Employees
8.1 Directors’ emoluments

The highest paid Director received a salary of US$191,865 (2019: $187,760) and benefits of US$22,745 (2019: US$21,050). The highest paid Director received a bonus of US$154,375 (2019: US$0). The highest paid Director did not exercise any share options; he received 3,000,000 share options in August 2020. The share-based payments associated with the highest paid Director amounted to US$9,275. No termination benefits, post-employment benefits were provided to Directors. Total of short-term benefits in kind of US$22,745 were provided during the year. The amounts in the table above do not include Employers NI in the amount of US$22,500.

Key management personnel (including Directors and Group Financial Controller) received salary of US$574,995, excluding Stock Base Compensation disclosed in Directors Remuneration Report. Please also refer to Director’s Report.

8.2 Employee benefit expense

8.3 Average number of people employed

Average number of employees with the Company in 2020 and 2019 was two (Management).

To enhance flexibility and improve cost control, the Group utilizes consultants for scientific review, administrative and operations support, software development and other knowledge-intensive services.

9 Income tax expense

The weighted average applicable tax rate was 19% (2019: 19%).
Unused tax losses for which no deferred tax assets have been recognised is attributable to the uncertainty over the recoverability of those losses through future profits.

The Company completed placements of total of 28,800,000 new ordinary shares during the financial year and issued 300,000 shares due to share option exercise by an employee.

11. Investments in subsidiaries

Indirect (not consolidated)

The following are directly owed by Tekcapital Europe Limited

* As at the year end, the Company has no interest in the ownership of any other entities or exerts any significant influence over or provides funding which constitutes an “unconsolidated structured entity”.
All UK subsidiaries are exempt from the requirement to file audited accounts by virtue of section 479A of the Companies Act 2006.
Tekcapital Europe Ltd (registered address 12 New Fetter Lane, London, United Kingdom, EC4A 1JP) and Tekcapital LLC (registered address 66 West Flagler Street, Suite 900, Miami, Florida, 33130, United States) are consolidated by Tekcapital plc because they continue to provide advisory services in IP search and technology transfer.
All other entities are measured at fair value through profit and loss under IFRS 10 as referenced in Note 2.4. The Group provides management service support to Lucyd Limited, Salarius Limited and Guident Limited, as well as providing working capital assistance to Salarius Limited through convertible loan note financing (see also Note 15). The Group also assists the entities, and their subsidiaries, with their fundraising activities.
Registered office of all subsidiaries owned by Tekcapital Europe Limited: Acre House, 11-15 William Road, London, England, NW1 3ER.

During the year Salarius Limited incorporated MicroSalt Inc, a U.S subsidiary to advance sales of its product in the United States. Salarius Limited owns 87.13% of MicroSalt Inc.

During the year Lucyd Limited incorporated Innovative Eyewear Inc, a U.S. subsidiary to advance sales of its product in the United States. Lucyd Limited owns 90% shares of Innovative Eyewear Inc.

During the year Guident Limited incorporated Guident CORP, a U.S. subsidiary to advance sales of its product in the United States. Guident Limited owns 100% of Guident CORP.

Total fair value gain of $8.7m for the year reflects uplift in value of shares of Guident, Lucyd and Salarius, with no changes for Belluscura. Considering early stage of commercialisation, fair value of Smart Food Tek was recorded based on the cost of acquired IP, as their carrying amounts represent a reasonable approximation of fair value.

The valuation techniques used fall under, Level 2 – Observable techniques, other than quoted prices, and Level 3- Other techniques as defined by IFRS 13. These techniques were deemed to be the best evidence of fair values considering early stage of portfolio companies.

Fair value measurement hierarchy for financial assets as at 30 November 2020 with comparative amounts as of 30 November 2019:

Guident (US$6.5m gain)

An external valuation by an independent patent valuation expert was prepared for Guident’ s IP portfolio including:

1. US patent 9,429, 943 (“FAMU 943”)

2. International Patent Filing WO2019/147569: Visual Sensor Fusion and Data Sharing Across Connected Vehicles (MSU 569)

3. US Patent No. 9,964,948 (“FIU 948”)

4. US Patent No. 8,941,251 (“SUNY 251”) – new intellectual property licensed during the period

The total fair value of $22m reflects the fair value of Guident’ s net assets as determined by:

• Valuation of SUNY 251 of US$4.8m conducted by an external, qualified valuation expert using the Income Approach, Royalty Relief Method. Following valuation inputs were applied by the valuation expert:

  – Total market of electronic vehicles (“EVs”) sold of 21,952,420 sold in the U.S. between 2023 (start of projections) and 2031 (patent life end). 1% market penetration of Guident’s patent starting in 2023 leading to 6% market penetration by 2028 through 2031, resulting in projected 1,137,000 vehicles subject to the licensing revenue. This market penetration assumption is based on a number of factors:
     o Broad protection and claims included in the IP
     o The protection given to the product by its US patent, which effectively gives Guident a barrier to entry in the US through 2031
     o The strength and experience of the management team, whose proven expertise is in the exact areas required to bring the product to market and build the brand;
     o Well documented “range anxiety” issue within the EV market as one of the largest barriers for new EV purchasers. The EV manufacturers are aggressively competing for the increase in their vehicles’ operational range and the technology described by SUNY 251 provides the competitive advantage sought.
     o Ongoing discussions with major auto makers regarding this technology.

• Valuation of FAMU 943 of US$19.2m (2019:US$16.2m) conducted by an external, qualified valuation expert using the Income Approach, Royalty Relief Method. Following valuation inputs were applied by the valuation expert:
  – Total US market size of US$35b for autonomous vehicles and drones (as the patent applies to both) for the 11 years period ended 30 December 2033. 1% market penetration of Guident’s patent starting in 2022 with annual increase of 1% leading to a 12% market penetration by 2033, resulting in projected US$3b in sales of drones/vehicles underlying licensing revenue between 2022 and 2033. This market penetration assumption is based on a number of factors:
     o Broad protection and claims included in the IP
     o The protection given to the product by its US patent, which effectively gives Guident a barrier to entry in the US through 2033
     o The strength and experience of the management team, whose proven expertise is in the exact areas required to bring the product to market and build the brand;
     o There are no foreseeable software development barriers in the commercialisation process
     o Other foreseeable challenges for directors to deliver successful commercialisation appear to be well within the abilities of directors to handle.
     o Innovative nature of Guident’s IP and the fact that the AV market is dependent on innovators.
     o Improving regulatory environment with more states in the United States legalizing autonomous vehicles operation in 2019 including large states such as Florida and California, and more states in 2020.

While management’s projection remained unchanged compared to 30 November 2019 valuation, the valuation increased due to discounting of underlying cash flows to 30 November 2020.

• Valuation of MSU 569 of US$3.4m (2019: US$2.8m) conducted by an external, qualified valuation expert using the Income Approach, Royalty Relief Method. Following valuation inputs were applied by the valuation expert:
  – In January 2024, Guident also expects to introduce an additional, complementary component featuring the MSU 569 technology (Sensory Fusion Component). This component would enable sensory data sharing between the vehicles, providing for new safety standard. Guident expects the Sensor Fusion Component to be sold to customers of the Standard Initial Component when 5G is available so as to further generate an additional US$500 of revenue for each sale of the Sensor Fusion.

  For the estimate of the US market derived revenue, using the units of underlying Autonomous Vehicles from FAMU 943, the management assumed 10% of FAMU customers would choose to pay for this additional safety improving capability, starting with 10% of them in 2024 with the share growing to 40% in 2027.

  For the estimate of the international market derived revenue, the management applied comparative share of countries included in the international filing based on authoritative literature from the Allied Market Research report.

These market penetration assumptions are based on assumptions similar to those considered for the patent FAMU 943.

In their review of assumptions used in the 30 November 2019 valuation, the management noted only positive developments related to commercialisation of this IP. While management’s projection remained unchanged compared to 30 November 2019 valuation, the valuation increased due to discounting of underlying cash flows to 30 November 2020.

• Valuation of FIU 948 of US$0.4m (2019: US$0.3m) conducted by an external, qualified valuation expert using the Income Approach, Royalty Relief Method. Following valuation inputs were applied by the valuation expert:
  – US sidewalk delivery drone market size of US$1.27b between 2022 and 2036. 1% market penetration starting in 2022 with annual increase leading to 25% in 2027. This market penetration rate assumptions is based on factors analogous to those listed for FAMU 943, with additional legislative/regulatory requirements included as well. Recent regulatory developments in United States make it mandatory to have back-up human control operators taking control of an AV in the event of an accident or mishap.

In their review of assumptions used in the 30 November 2019 valuation, the management noted only positive developments related to commercialisation of this IP. While management’s projection remained unchanged compared to 30 November 2019 valuation, the valuation increased due to discounting of underlying cash flows to 30 November 2020.

• Assumptions applied to valuations of patents above:
  – Total 6% license royalty rate, with 3% royalty attributable to the university and 3% comprising Guident’s licencing revenue based on comparable market transactions for FAMU 943 and MSU 569 and 30% for FIU 48 (whereby 2.5% is due to the university). The valuation of SUNY 251 used royalty rate of 4.66% based on comparable market transactions, with range of US$1.50 to US$2.00 per underlying product utilizing the IP due to the university.

  – Corporate income tax rate of 19% applied to projected licensing costs saved 17% discount rate used to discount proceeds as determined by opportunity cost (10%), inflation rate (2%) and technology risk (5%)

  – The deferred tax liability of (US$5.3m) recorded by Guident based on UK corporate tax rate of 19% applied to the fair value gain associated with the patent

  – Net book value of other assets and liabilities of <(US$0.45m).

  – Guident Ltd obtains sufficient funding to execute their strategy.

Salarius (US$ 0.7m gain)

The fair value of US$3.6m was recorded by the Group based on following considerations:

• Valuation of US patent 8,900,650 of US$5m (2019: US$3m) conducted by an external, qualified valuation expert using the Income Approach, Royalty Relief Method. Following valuation inputs were applied by the valuation expert:
  • Sales of low sodium salt to snack food manufacturers (“B2B”) of US$146m for the 10-year period ended 2030. The sales assumption, increased compared to last year, is based on a number of factors:
    • MicroSalt is a unique product substantially in advance of alternative, developed, and tested in terms of market acceptability and ready to market;
    • The protection given to the product by its US patent, which effectively gives Salarius a barrier to entry in the US for 10 more years;
    • The strength and experience of the management team, whose proven expertise is in the exact areas required to bring the product to market and build the brand;
    • The company has undertaken efforts to increase its funding needed to drive sales and marketing efforts needed to meet the forecast.
    • The company effectuated its planned international expansion by entering into an agreement with FXM Mexico, covering logistics, professional and technical consulting, R&D testing and sales assistance including building a robust pipeline of potential customers
    • Engaged Gehring-Montgomery Inc, adding a distributor of food and raw materials for commercial and industrial manufacturers to assist in the sales of MicroSalt in the US.
    • The company expanded its pipeline of customers testing the product during the year
    • Other foreseeable challenges for management to deliver successful commercialisation appear to be well within the abilities of management to handle.
  • Sales of salty snacks (“B2C”) estimated at US$33m for the 10 year period ended in 2030. The projections assume Salarius chips being sold in 348 individual stores by the end of 2021 growing annually to 3,548 by the end of 2023, and by 5% annually thereafter. This assumption is based on factors analogous to the B2B segment, with the addition of following factors:
    • Commencement of in-store sales for SaltMe potato chips via UNFI in the summer of 2020
    • Onboarding of Chef’s Warehouse in September 2020, bringing more high velocity stores
    • Successful completion of logistical, distribution and sales channels necessary to open e-commerce sales of SaltMe chips on Amazon
  • Licence royalty rate of 8% with 3% royalty attributable to the university and 5% comprising Salarius’ licencing revenue based on comparable market transactions
  • 12% discount rate used to discount proceeds as determined by opportunity cost (10%) and inflation rate (2%). Technology risk was determined at 0%, as the patent describes easily manufactured salt compositions, maybe manufactured in many production facilities without extensive modifications. The end product has already been manufactured and used to conduct consumer acceptance tests. Sales and distribution channels have been established.
  • The deferred tax liability of (US$0.7m) recorded by Salarius based on UK corporate tax rate of 19% applied to the fair value gain associated with the patent.

    Salarius’ 87.13% ownership of MicroSalt Inc was applied to resulting US$4.3m valuation, resulting in US$3.7m valuation of shares held by Salarius Ltd in its US subsidiary. Subsequently, Group’s 97.15% ownership in Salarius Ltd was applied resulting in fair value of US$3.6m.

During the period, the Group converted US$1,121,516 in convertible note receivable into shares of Salarius Ltd resulting in classification of the amount as addition to the Financial Assets Held at Fair Value.

Lucyd Ltd (US$1.6m gain)

The fair value of US$2.7m was recorded by the Group based on following considerations:

• Valuation of Lucyd’s significant assets performed by an external, qualified valuation expert:

  – Lucyd’s e-commerce platform selling advanced and fashionable eyewear valued at US$3.8m as determined by applying an 15% discount rate on US$10.3m of adjusted net profit projected through 2025. The 15% discount rate was calculated as a total of 10% opportunity cost, 2% inflation rate and 3% technology risk. The projections of profit were increased compared to 30 November 2019 valuation considering:

     º The company achieved significant R&D improvement related to its new product, making it easier to market and advertise in management’s opinion, also expanding potential e-commerce channels from electronic to also optical thanks to its better look and less weight compared to previous version of the product;

     º The company solidifying its plans to hybrid, having expanded from an online-only company to include brick-and-mortar store sales. While the forecast used by management in the 30 November 2019 valuation assumed some level of in store sales, the improved quality of its new product better fitting optical sections of retail stores, together with creating a plan of target retailers and distributors justified, in management’s opinion, increasing the focus on these channels it its projections.

     º Extending projection period to 5 years due to developments in the product, Vyrb app development and matching industry standards of forecast timelines.

  – Lucyd’s trademarks valued at US$0.2m, assessed using Cost Approach Reproduction Method. Through cost analysis, the fair value approximates cost recognized in Lucyd’s balance sheet.

  – The deferred tax liability of (US$0.68m) recorded by Lucyd based on UK corporate tax rate of 19% applied to the fair value gain associated with the patent.

  – Other assets and liabilities of (US0.45m).

• At the same time, Lucyd’s wholly owned U.S. subsidiary, Innovative Eyewear Inc sold over 418,000 of its shares through 30 November 2020 at pre-money valuation of US$3.75m (or US$1 per share) as part of the Regulation Crowdfund fundraising undertaken by the company. The management believes this input corroborates the valuation of Lucyd’s significant assets.

Belluscura (US $0.0m gain)

The fair value of the holding increased by US$0.6m due to the cost basis addition as the Company participated in the most recent private placement held at 15 pence per share in May 2020. This price per share remained unchanged from preceding placement at 15 pence per share in April 2019 used by the Company and the Group to value its holding in Belluscura as of 30 November 2019. The Group contributed US$224,000 during this placement.

Smart Food Tek (Nil Gain / Nil loss)

Considering early commercialisation stage, the Group records its investment in Smart Food Tek at cost. The directors do not consider that any other available information would materially change or give a more reliable representation of the value.

The Group exercised judgment in determination of sufficiency of portfolio companies’ cash reserves, forecasts and ability to raise money to achieve their fair values. Directors reviewed and questioned the forecasts used, standing liquidity and working capital balances, as well as discussed capability and plans to raise money in the future with directors or management of portfolio companies. Based on the review, the Group made a positive determination as to portfolio companies’ likely ability to achieve fair values considering liquidity factors.

Description of significant unobservable inputs to valuation:

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis as at 30 November 2020 are shown as below. No sensitivities have been included on the other investments not listed in the table below as their fair value equates to cost.

13. Intangible assets

The intangible assets presented above are included within Professional Services segment under Note 5 disclosure. Costs of the Group’s website development have been fully amortized as of 30 November 2018.

Under IAS38, the Group’s Invention Evaluator is regarded by the Directors as being an intangible asset with an indefinite useful life. The Directors believe that the asset is unique in that no competitor offering currently exists, the service is already proven to have appealed globally to many types of clients including Fortune 100 companies, there is no expectation of obsolescence in the foreseeable future, and the service from the use of the asset generates sufficient ongoing revenue streams. The Directors have carried out an impairment review and believe that the value in use is significantly greater than book value.

The Directors have considered the recoverable amount by assessing the value in use by considering the future cash flow projections of the revenue generated by the Invention Evaluator intangible, cash flows were based on the past revenue generation. The projections were assessed for a five year period in order to determine no impairment. The projections are based off revenue generation at US$300k less cost of sales at 50% gross profit margin, no growth has been applied forecasts. A discount factor at 10% (consistent with Group’s cost of capital) was used to determine no impairment. The revenue projections are based on company’s historical performance and existing pipeline of sales orders. The Invention Evaluator intangible’s recoverable amount exceeds its carrying amount by US$229,848.

Under IAS38, the Group’s Vortechs asset is regarded by the Directors as being an intangible asset with an indefinite useful life. The Directors believe that this asset is unique as it operates in a niche market, it generates an ongoing revenue stream, and there is no expectation of obsolescence. This asset meets the requirements of IAS38 as it is:
– Separately identifiable
– The Group controls this asset
– Future economic benefits flow to the Group in the form of service revenues from this asset
– The cost of this asset can be measured reliably

The Directors have carried out an impairment review and consider the value in use to be greater than the book value.

The Directors have considered the recoverable amount by assessing the value in use by considering the future cash flow projections of the revenue generated by the Vortechs intangible, cash flows were based on the past revenue generation plus expected growth. The projections were assessed over a period in excess of 5 years on the basis the directors consider the projections can be reasonably forecast. The projections are based off revenue generation at US$400,000 per annum for 2021 (approximating actual revenue from 2019), reducing to US$300,000 for 2022, US$350,000 for 2023 and back to US$400,000 until 2028. The cost of sales element for 2021 was determined at 90% in line with the agreement, thereafter it drops to US$120,000 p.a. plus inflation at 5%. The reduction in cost of sale is due to the end of a term in the purchase agreement. A discount factor at 10% (consistent with Group’s cost of capital) was used to determine no impairment. Vortech’s intangible’s recoverable amount exceeds its carrying amount by US$678,113.

The tech-transfer recruiting is viewed by directors as permanent part of the Group’s business and its offering. This together with the high turnover in this industry leading to continuous hiring needs leads Directors to apply projections of over 5 years in the impairment determination.

14. Fixed Assets

15. Trade and other receivables

The fair value of trade and other receivables are not materially different to those disclosed above. The Group’s exposure to credit risk related to trade receivables is detailed in Note 3 to the consolidated financial statements.

The Company held multiple convertible loans issued by its portfolio company, Salarius Ltd for the total US$1,100,000, which was fully drawn by September 2020. In September 2020, at mutual agreement between the Company and Salarius Ltd, the full amount of outstanding receivable was converted into 718 shares of Salarius Ltd issued to Tekcapital Europe at $1,562 per share. Consequently, the Group presented the amount of US$1,121,025 under additions to “Financial Assets Held at Fair Value” as of 30 November 2020 (see Note 12).

The Group and the Company also held:

• Convertible note issued by its portfolio company, Guident Ltd, for the total of US$300,000, issued at 10% coupon rate including option to convert the debt into shares at market price (no discount against future equity placements offered). The note can be converted into Guident’s equity upon occurrence of certain conversion events. The US$300,000 note originated in December 2018 is payable in December 2021 or can be converted into Guident’s equity upon occurrence of certain conversion events. The note was fully drawn as at 30 November 2020.
• Convertible note issued by its portfolio company, Guident Ltd, for the total of US$500,000, issued at 10% coupon rate including option to convert the debt into shares at market price (no discount against future equity placements offered). The note can be converted into Guident’s equity upon occurrence of certain conversion events. The US$500,000 note originated in March 2020 is payable in March 2023 or can be converted into Guident’s equity upon occurrence of certain conversion events. US$227,803 was drawn as at 30 November 2020.
• Convertible note issued by its portfolio company, MicroSalt Inc, for the total of US$250,000, issued at 10% coupon rate including option to convert the debt into shares at market price (no discount against future equity placements offered). The note can be converted into Microsalt’s equity upon occurrence of certain conversion events. The US$250,000 note originated in September 2020 is payable in September 2023 or can be converted into Microsalt’s equity upon occurrence of certain conversion events. US$60,000 was drawn as of 30 November 2020.

  The Group had outstanding receivables from its portfolio companies as at 30 November 2020 in the amount of:

  – US$288,165 due from Lucyd Ltd

  – US$103,092 due from Smart Food Tek

  – US$184,376 due from Innovative Eyewear Inc

The Company recorded a historical US$2,500,000 provision against its receivable from one its subsidiaries, Tekcapital LLC.

16. Cash and cash equivalents

17. Categories of financial assets and financial liabilities

18. Share capital and premium
Share capital

The shares have full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption. The following shares were issued during the year:
– February 2020: 14,800,000 shares were issued in the placing of new ordinary shares at £0.05p. Total proceeds of US$881,174 were netted against cost of raising finance in the amount of US$105,228
– May 2020: 9,250,000 shares were issued in the placing of new ordinary shares at £0.10p. Total proceeds of US$1,086,060 were netted against cost of raising finance in the amount of US$117,889
– September 2020: 300,000 shares were issued in exercise of share options held by Amy Shim at £0.085p. Total proceeds of US$29,805 were received.
– November 2020: 4,750,000 shares were issued in the placing of new ordinary shares at £0.08p. Total proceeds of US$483,011 were netted against cost of raising finance in the amount of US$39,136.

The Company has authorised share capital of 131,667,063, with a nominal value of £0.004. Of these shares, 92,828,042 were issued and fully paid up as at 30 November 2020.

Share premium

19. Reserves

Profit and Loss Account

Merger reserve

Translation reserve

20. Trade and other payables

The fair values of trade and other payables are not materially different to those disclosed above.

The Group’s exposure to currency and liquidity risk related to trade and other payables is detailed in note 3 to the accounts.

The weighted average fair value of options outstanding was £0.03p. Volatility was calculated using Group’s historical share price performance since 2017. The share-based payment expense for the year was US$44,273 (2019: US$20,876). Details of the number of share options and the weighted average exercise price outstanding during the year as follows:

*The weighted average exercise price for the options exercisable as at 30 November 2020 and 30 November 2019 was £0.19p and £0.34p respectively.

The weighted average remaining contractual life is 4.2 years (2019: 2.7 years). The weighted average fair value of options granted during the year was £0.03p (2019: £0.05p). The range of exercise prices for options outstanding at the end of the year was £0.052p – £0.46p (2019: £0.065p – £0.46p).

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¹ https://www.futuremarketinsights.com/reports/sodium-reduction-ingredient-market

² https://www.statista.com/outlook/12000000/109/eyewear/united-states#market-onlineRevenueShare

³ https://www.alliedmarketresearch.com/autonomous-last-mile-delivery-market

4 Global Market Insights: Oxygen Cylinders Market Size and Competitive Market Share & Forecast, 2017 –2024