BIOCARTIS ANNUAL REPORT 2023
Biocartis Group NV
Annual Report
2023
BIOCARTIS ANNUAL REPORT 2023
1 General
1.1 About this report
The board of directors of Biocartis Group NV (theCompany”) is responsible for the contents of this document and declares
that, having taken all reasonable care to ensure that such is the case, the information contained in this annual report for the
period starting 1 January 2023 up to 31 December 2023 is, to the best of its knowledge, in accordance with the facts, contains
no omissions likely to affect it materially and contains the required information in accordance with applicable Belgian Law.
In accordance with Article 3:32 of the Belgian Code of Companies and Associations, the annual reports on the statutory and
consolidated annual accounts have been combined.
As a company with less than 500 employees in the period starting 1 January 2023 up to the 31 December 2023, the Company
is not yet legally required to report on its environmental, social and governance (ESG)/sustainability performance according
to the EU Corporate Sustainability Reporting Directive (CSRD) and EU Taxonomy Regulation.
According to the European Single Electronic Format issuers on EU regulated markets are required to prepare their annual
financial reports in an electronic reporting format with the intention to make reporting easier for issuers and to facilitate
accessibility, analysis, and comparability of annual financial reports. This annual report was prepared both in XHTML format
(Inline XBRL technology with XBRL tagged data) and in PDF. In case of differences between both versions, the formal XBRL
version shall prevail. According to Belgian law, the Company must publish its annual report in Dutch. The Company also
provides an English version. In case of differences between both versions, the English version shall prevail. An electronic
version of the annual report is available on Financial reports & webcasts | Biocartis Group NV.
Except if information is
explicitly incorporated herein by reference, other information on the website of the Company or on other websites is not a
part of this annual report. The annual report reflects the performance and results of the Company in the period starting 1
January 2023 up to 31 December 2023. An overview of the securities legislation and listed company reporting requirements
can be found on the website of the Financial Services and Markets Authority,
www.fsma.be.
This report is not for distribution, directly or indirectly, in any jurisdiction where to do so would be unlawful. Any persons
reading this report should inform themselves of and observe any such restrictions. The Company takes no responsibility for
any violation of any such restrictions by any person. This report does not constitute an offer or invitation for the sale or
purchase of securities in any jurisdiction. No securities of the Company may be offered or sold in the United States of America
absent registration with the United States Securities and Exchange Commission or an exemption from registration under the
U.S. Securities Act of 1933, as amended.
1.2 About the Company
The Company is a limited liability company organized under the laws of Belgium and has its registered office at Generaal de
Wittelaan 11 B, 2800 Mechelen, Belgium. The Company was incorporated on 24 November 2014 and is registered in Belgium
under enterprise number 0505.640.808 (register of legal entities Antwerp, Mechelen division).
1.3 Forward-looking statement
Certain statements, beliefs and opinions in this report are forward-looking, which reflect the Company's or, as appropriate,
the Company directors’ or managements’ current expectations and projections concerning future events such as the
Company's results of operations, financial condition, liquidity, performance, prospects, growth, strategies and the industry
in which the Company operates. By their nature, forward-looking statements involve a number of risks, uncertainties,
assumptions and other factors that could cause actual results or events to differ materially from those expressed or implied
by the forward-looking statements. These risks, uncertainties, assumptions and factors could adversely affect the outcome
and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes
in demand, competition and technology, can cause actual events, performance or results to differ significantly from any
anticipated development. Forward-looking statements contained in this report regarding past trends or activities are not
guarantees of future performance and should not be taken as a representation that such trends or activities will continue in
the future. In addition, even if actual results or developments are consistent with the forward-looking statements contained
in this report, those results or developments may not be indicative of results or developments in future periods. As a result,
the Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking
statements in this report as a result of any change in expectations or any change in events, conditions, assumptions or
circumstances on which these forward-looking statements are based, except if specifically required to do so by law or
regulation. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such
BIOCARTIS ANNUAL REPORT 2023
person’s officers or employees guarantees that the assumptions underlying such forward-looking statements are free from
errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this
report or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this report.
1.4 Overview of the development and results of the company's business and position, as well as
a description of the main risks and uncertainties it faces, including significant events that
occurred after the end of the fiscal year
1.4.1
The Security Enforcement
On 25 September 2023, the Company has been informed of an agreement by and between the holders of the Company’s
4.5% Second Ranking Secured Convertible Bonds due 2026 (the "Bondholders") and the lenders under the Company's first
lien convertible term loan facility (jointly the Secured Creditors”) to enforce upon the Company's assets that were pledged
to such creditors (the "Security Enforcement").
Pursuant to the Security Enforcement that effectively occurred on 31 October 2023, all of the shares in Biocartis NV and
Biocartis US Inc., the subsidiaries through which the Company operated its entire European and US operations, along with
substantially all cash in the pledged accounts of, as well as pledged receivables owing to, the Company have been transferred
to an unlisted company owned by the Bondholders (such unlisted company together with its subsidiaries are referred to as
the “New Biocartis Group”).
As a result of the Security Enforcement, the Company no longer has any operating activities, personnel or significant assets,
other than (i) a limited cash on balance and (ii) a 50% participation in WondfoCartis Ltd.
The Company’s shareholders have not received any distribution in the context of the Security Enforcement and are expected
to receive nothing upon liquidation (as the case may be) of the Company. The principal amount outstanding and accrued
interests in respect of the EUR 16 million unsecured 4.00% convertible bonds due 2027 (ISIN BE0002651322) have been
automatically written down to zero pursuant to their terms.
Prior to the Security Enforcement, an extensive process was undertaken by the Company's board of directors and
management to address the Company's and its former subsidiaries' leverage and liquidity position. Following that process,
it became evident that the difficult market conditions combined with the Company’s balance sheet and historic burn rate
made outside funding unattainable.
1.4.2
Main risks and uncertainties
- By writ of summons of 12 October 2023, the Company was summoned by Orbimed Royalty & Credit Opportunities
III, LP ("Orbimed") before the Dutch-speaking Brussels Commercial Court. Orbimed claims payment from the
Company of a principal amount of EUR 8,983,700.64 (plus interests and costs) pursuant to the unsecured
convertible bonds that had been issued by the Company which Orbimed claims have become payable in an
accelerated manner following a press statement by the Company on 26 September 2023 regarding the possible
execution of pledges accorded to certain secured debtors. The execution of these pledges took place on 31 October
2023. The Company and Orbimed are in dispute over the consequences of that execution for Orbimed's convertible
bonds. Orbimed's convertible bonds have automatically been reduced to zero in accordance with the terms and
conditions of those bonds. Orbimed disputes that position and argues that the conditions for the reduction to
zero have not been met. On 29 October 2024 the Dutch-speaking Brussels Commercial Court has issued an interim
decision in which it orders the Company to provide additional documents within two months following the official
service (if any) of the interim decision by a bailiff. For all other aspects, the proceedings were suspended to be
reinstated by the parties thereto. On the date of this report no official service of the interim decision by a bailiff
has taken place.
- Discussions have been initiated with Wondfo Biotech (HK) Co., Ltd. with respect to the possible liquidation of
WondfoCartis Ltd. WondfoCartis Ltd. is a Hong Kong joint venture company that was established together with
Wondfo Biotech (HK) Co., Ltd. in 2018 and in which the Company holds a 50% stake.
In Q1 2024, several lawsuits were started by ten distributors of the joint venture against Wondfo-Cartis Ltd., for
alleged breaches by Wondfo-Cartis Ltd. of its distribution agreements with such distributors. The Company’s
position is that no such breaches of the distribution agreements were made by Wondfo-Cartis Ltd. The claims are
currently being heard by judges in China. The Company has no contractual obligation to further fund the joint
venture. Any cash that would remain after potential payments to be made in the framework of the
abovementioned lawsuits and the liquidation of the joint venture would be 50:50 distributed between its
BIOCARTIS ANNUAL REPORT 2023
shareholders. However, due to the abovementioned lawsuits and the expectation that any manufacturing
equipment and Idylla inventory will not be able to be monetized, it is unlikely that the liquidation of the joint
venture will lead to any distribution of cash to the shareholders of the joint venture. Accordingly, the Company
does not expect to receive any distributions in the context of the possible liquidation of WondfoCartis Ltd.
- The Company received a notice of default from Biocartis NV on May 7, 2024 in which Biocartis NV requests the
Company to transfer to Biocartis NV a VAT credit received by the Company on February 29, 2024 in the amount of
EUR 359,241.92. The Company disputes Biocartis NV's position ("VAT Dispute").
- The Company has limited cash and cash equivalents. Furthermore, the Company is severely limited in its financing
options as the Company no longer has any material business as a result of the the Security Enforcement.
- In light of the the Security Enforcement and since the Company no longer has any material business as a result of
the the Security Enforcement, the Company's board of directors will propose to the general meeting of
shareholders to dissolve and liquidate the Company in an orderly manner. However, given the above risks and
uncertainties, there is a possibility that such liquidation (if approved by the Company's general meeting of
shareholders) may take place on an insolvent basis or that the Company may be forced to declare bankruptcy
before the formal completion of the liquidation process.
1.5 Information on circumstances that may significantly affect the development of the
Company
In view of the Security Enforcement, there are no circumstances that may significantly affect the development of the
Company, other than those already mentioned above.
1.6 Information on research and development work
In view of the Security Enforcement, there are no more activities within the Company in the field of research and
development as per 31 December 2023.
1.7 Information on the existence of branches of the company
As per 31 December 2023, the Company has no branch offices.
1.8 Justification of the application of valuation rules under the going concern assumption, since
the balance sheet shows a loss carried forward and the income statement shows a loss for
the fiscal year for two consecutive fiscal years
The board of directors will propose to the Company's general shareholders' meeting to liquidate the Company in an orderly
fashion. In view of the intention to liquidate the Company, the annual accounts have not been prepared on a going concern
basis.
BIOCARTIS ANNUAL REPORT 2023
2 Corporate governance report
2.1 Introduction
During 2023, the Company applied the Belgian Code on Corporate Governance 2020 (the ‘Corporate Governance Code
2020’), which can be consulted on the website of the Corporate Governance Committee
(corporategovernancecommittee.be). In accordance with the Corporate Governance Code 2020, the Company has adopted
a corporate governance charter which describes the main aspects of the corporate governance of the Company, including
its governance structure, the terms of reference of the board of directors and its committees and other important
governance topics. The Company’s corporate governance charter was last updated at the meeting of the board of directors
held on 18 April 2023 to meet the changing circumstances of the company and the evolving standards of corporate
governance globally. The corporate governance charter must be read together with the articles of association of the
Company. The articles of association and the corporate governance charter are available on the
Company’s investor website.
2.2 Board of directors
Composition
The table below gives an overview of the members of the Company’s board of directors on the date of this report.
Name
Position
Start of mandate
End of term
Christian Reinaudo
Chairman
(4)
, independent director
2018
2024
Herman Verrelst
(1)
Chief executive officer
(5)
, executive
director
(6)
, Chairman
(4)
2017 2025
Luc Gijsens
(2)
Non-executive, independent director
2018
2024
Ann-Christine Sundell
Non-executive, independent director
2018
2024
Christine Kuslich
Non-executive, independent director
2020
2024
Bryan Dechairo
(3)
Non-executive, independent director
2023
2024
(1) Permanently representing South Bay Ventures (SBV) BV; (2) Permanently representing Luc Gijsens BV; (3) Mr. Dechairo was appointed by the board of directors with effect as of 21 February 2023, replacing Mr. Roald
Borré who resigned as director with effect as of the same date. Mr. Dechairo’s appointment was confirmed by the annual shareholders’ meeting held in May 2023 (4) up until 24 April 2023, after Herman Verrelst assumed
the role of chairman of the board (5) Until 24 April 2023 (6) until 30 June 2023, after that he was non-executive chairman of the board.
Christian Reinaudo was the independent chairman of the Company’s board of directors from May 2018 until 23 April 2023
and as of such date serves as director of the Company. Mr. Reinaudo started his career with Alcatel in 1978 at the research
center at Marcoussis, France. In 1984, he joined Alcatel's cable activities where he became responsible for research
associated with fiber optics and cable for undersea applications. In 1997, he became president of Alcatel's Submarine
Networks Division. From 1999 to 2003, he was president of the Alcatel Optics Group, which comprises all activities in
terrestrial and submarine transmission networking and optoelectronic components. In 2003, he was appointed president of
Alcatel Asia Pacific and moved to Shanghai (China), where he stayed until 2006, also serving as vice chairman of the board of
directors of Alcatel Shanghai Bell, the Chinese joint venture between Alcatel and the Chinese government. In his latest
position at Alcatel, he was president Europe & North for Alcatel-Lucent and was responsible for the integration and transition
process during the merger of Alcatel with Lucent Technologies. Mr. Reinaudo joined Agfa-Gevaert, a leading e-health & digital
imaging solutions provider, as president of the Agfa HealthCare business group and member of the executive committee, on
1 January 2008. In 2010, Mr. Reinaudo was appointed CEO of Agfa-Gevaert (a position he held until January 2020) and became
a member of the board. Mr. Reinaudo is also member of the supervisory board of Domo Chemicals Holding NV.
Herman Verrelst was chief executive officer of the Company from 31 August 2017 until 23 April 2023. Effective 24 April 2023,
he moved into the new position of Executive Chairman of the Company’s board of directors. As of 1 July 2023, he continued
this role as a non-executive chairman. He is a seasoned executive and technology entrepreneur with a proven international
commercial track-record in molecular diagnostics. Prior to joining Biocartis, Herman Verrelst held the position of vice
president and general manager of the genomics and clinical applications division of Agilent Technologies, a global leader in
life sciences, diagnostics and applied chemical markets. Mr. Verrelst joined Agilent following Agilent's acquisition of
Cartagenia, a spin-off of Katholieke Universiteit Leuven (Belgium) focused on software solutions for clinical genetics and
molecular oncology, of which Herman Verrelst was CEO and founder. Prior to that, Herman Verrelst was CEO of Medicim, a
medical imaging company acquired by Nobel Biocare, now part of Danaher, as well as founder and CEO of DATA4s, a financial
services software company acquired by Norkom Technologies, now part of BAE Systems.
BIOCARTIS ANNUAL REPORT 2023
Luc Gijsens is a highly experienced international executive with deep knowledge in a wide range of areas in finance and
capital markets, asset management, corporate and investment banking in Belgium and abroad. He served KBC Group, a
leading bank & insurance group in Belgium and Central Europe for 40 years in a wide range of responsibilities. Mr. Gijsens
retired from KBC Group in 2017 as CEO of the business unit International Markets and executive director of KBC Bank &
Insurance, responsible for the market activities of KBC Group. He acted as chairman of the board of KBC Securities and KBC
Asset Management and as chairman of the board of the banking and insurance subsidiaries in Ireland, the Slovak Republic,
Hungary and Bulgaria. Prior to that, Mr. Gijsens served as senior general manager of KBC Bank, responsible for corporate
banking in Belgium, Western Europe, Asia Pacific and the US.
Ann-Christine Sundell has more than 30 years of experience in the diagnostics and life science sector, where she held various
global senior positions. For 10 years she served as president for the Genetic Screening (diagnostics) strategic business unit
within PerkinElmer, one of the world’s leading life science companies. Mrs. Sundell has deep strategic and operational
experience from building, developing and managing global growth businesses. She serves on several boards and board
committees, and holds an MSc in biochemistry from Åbo Akademi, Turku, Finland.
Christine Kuslich, PhD, is an in vitro diagnostic senior executive and strategic leader with a particular focus on advancing
clinical diagnostics, novel assay and device development as well as quality executive leadership. As a passionate inventor
with more than 40 pending and issued patents, Dr. Kuslich has a proven track record of identifying and developing new
technologies with the greatest market potential with particular focus on the oncology diagnostics and therapeutic spaces.
Dr. Kuslich held several positions as Chief Scientific Officer developing breakthrough diagnostics at companies including
Hologic, GE Healthcare and Caris Life Sciences. Her areas of expertise include medical device development &
commercialization, companion diagnostics, molecular profiling in oncology and circulating tumor detection and sequencing
technologies. Dr. Kuslich holds a Ph.D. degree in Genetics from the University of Hawaii John A. Burns School of Medicine
and a B.S. degree in Microbiology from Arizona State University.
Bryan Dechairo is the chief executive officer of Sherlock Biosciences, and also serves on its board of directors. He has more
than 25 years of experience developing and commercializing revenue generating clinical innovations that improve patient
lives. Prior to joining Sherlock Biosciences, Mr. Dechairo served as executive vice president of clinical development at Myriad
Genetics, where he oversaw the development portfolio, delivering business-critical evidentiary data for value-based
reimbursement and market acceptance of commercial and novel diagnostic products across six business units globally.
Before joining Myriad Genetics, he was chief medical officer, chief scientific officer and senior vice president of research and
development at Assurex Health, which was acquired by Myriad in 2016. During his extensive career, Mr. Dechairo held roles
of increasing responsibility at Medco, Pfizer, Oxagen, Sequana and Roche, where he established a proven track record of
funding and scaling businesses from venture backed start-ups to profitable fortune 50 public companies. He also authored
more than 50 academic and research-based publications, and earned a Ph.D. in Common Complex Human Genetics from the
Institute of Child Health at University College London and a B.A. in Integrative Biology from the University of California,
Berkeley.
The business address of each of the directors for the purpose of their mandate is Generaal de Wittelaan 11B, 2800 Mechelen,
Belgium.
Procedure for the appointment of directors
The directors are appointed for a term of maximum four years by the general shareholders’ meeting. They may be re-elected
for a new term. When a legal entity is appointed as director, it must appoint a permanent representative charged with the
performance of the mandate in the name and for the account of the legal entity-director. This permanent representative
must be a natural person. In the event the office of a director becomes vacant, the remaining directors can appoint a
successor temporarily filling the vacancy until the next general shareholders’ meeting. The general shareholders’ meeting
can in principle dismiss the directors at any time.
Changes to the composition of the board of directors
Mr. Bryan Dechairo was appointed by the board of directors with effect as of 21 February 2023, replacing Mr. Roald Borré
w
ho resigned as director with effect as of the same date. Mr. Bryan Dechairo’s appointment was confirmed by the annual
shareholders’ meeting held on 12 May 2023, for a term of two years, up to and including the closing of the annual
shareholders' meeting to be held in 2025 which will have decided upon the financial statements for the financial year ended
on 31 December 2024.
Furthermore, effective 24 April 2023, Herman Verrelst moved into the new position of Executive Chairman of the Company’s
board of directors. As of 1 July 2023, he continued this role as a non-executive chairman.
BIOCARTIS ANNUAL REPORT 2023
Diversity
The board of directors must be composed in a manner compliant with the diversity principles applicable to listed companies.
Moreover, the board aims to be composed in a manner that allows it to support in all relevant material aspects the success
of Biocartis as a commercial-stage innovative molecular diagnostics company that operates internationally. Four main
diversity criteria have been identified by the board of directors: functional background and expertise, gender, age and
nationality/international experience. The board will reassess these criteria as often as required.
Functional background and expertise
Gender
Age
Nationality
Christian Reinaudo
E-health & digital imaging solutions
Managing companies
International business
Male 69 France
Herman Verrelst
(1)
Molecular diagnostics
Software solutions
Entrepreneurship
Male 50 Belgium
Luc Gijsens
(2)
Finance
Capital markets
Corporate and investment banking
Male 70 Belgium
Ann-Christine Sundell
Life sciences
Diagnostics
Strategy and operations
Female 59 Finland
Christine Kuslich
Molecular diagnostics
Oncology & Infectious disease
Strategy & investment
Female 56 USA
Bryan Dechairo
Business and R&D strategy
Molecular Diagnostics
Market Access and Reimbursement
Male 51 USA
(1) Permanently representing South Bay Ventures (SBV) BV; (2) Permanently representing Luc Gijsens BV.
Belgian company law requires at least one third of the directors of a listed company to be of a different gender than the
other directors. Currently, the Company has two female directors on its board of directors on a total of six directors. The
board is of the opinion that there is currently sufficient diversity in terms of age. It however believes that in terms of
‘functional background and expertise’ it could benefit from additional profiles with relevant industry background and
expertise in other go-to-market models, partnering and/or diagnostic service models, digitalization and/or AI.
Activity report
In 2023, the board of directors held thirteen meetings. The attendance rate (i.e. the attending of board meetings in person
or by written proxy to a fellow director) for the board members in function as at 31 December 2023 was 100%, save for Bryan
Dechairo who was excused during one board meeting.
During the meetings of the board of directors, the board among others discussed Biocartis’ financing strategy, as well as the
need for reorganization and significant cost reduction (including, amongst others, a collective dismissal procedure and (as
described before) all possible options aimed at preventing the Security Enforcement). The board also reviewed Biocartis’
strategy, operations, commercial performance and ongoing proprietary and partner menu development. It discussed
business development and strategic opportunities and the status of ongoing collaborations, as well as regular updates on
the quality plan and manufacturing strategy. The board also discussed various corporate governance, as well as nomination
and remuneration matters, such as board evaluation, the establishment of the company goals and objectives and executive
remuneration. A new corporate governance charter and remuneration policy were approved, and a new draft code of
conduct and whistleblowing procedure was implemented. Moreover, the board discussed the regular updates of the financial
performance and the budget for financial year 2023, as well as the Company’s long-term financial plan. The board
Gender
Female Male
Nationality
France Belgium
Finland USA
Age
50-54 55-59 65-69 70-74
BIOCARTIS ANNUAL REPORT 2023
also discussed and approved the full year and half year financial statements and reports, and the Q1 business update and
related communication.
Other board mandates
Apart from their mandate within Biocartis, the directors of the Company held the following board mandates (directly or via
a management company) on 31 December 2023:
Christian Reinaudo
Agfa Gevaert NV
Domo Chemicals Holding NV
Herman Verrelst
South Bay Ventures (SBV) BV
Opdorp Finance BV
(1)
Heran Partners BV
Icometrix NV
(2)
Medvia VZW
Aspect Analytics NV
Luc Gijsens
Luc Gijsens BV
Arvesta BV
PMV NV
KMDA VZW
KMDA NV
Global Rental Properties NV
Ann-Christine Sundell
Raisio Oyj
Medix Biochemica Group Oy
Revenio Oyj
Actim Oy
Acmer Ab Oy
ÅU Media Ab
SynthticMR AB
BCBM Holding Oy
Christine Kuslich
N/A
Bryan Dechairo
Sherlock Biosciences Inc.
(1) Representing SBV NV, (2) Representing Heran Partners BV.
Conflicts of interest
Directors are expected to arrange their personal and business affairs so as to avoid any conflicts with the interests of the
Company. Any director with a financial interest that is conflicting with the interests of the Company based on a decision or
a transaction that belongs to the authority of the board of directors must, in accordance with Article 7:96 of the Belgian Code
of Companies and Associations, inform his or her fellow directors and the statutory auditor thereof and may not take part in
the deliberations or voting related to such matter.
The conflict of interest procedure pursuant to Article 7:96 of the Belgian Code of Companies and Associations was applied
three times in 2023, i.e.:
- during the meeting held on 21 February 2023, for which the extract of the minutes sound as follows:
A.
Evaluation 2022 key company goals and remuneration executive management for performance year 2022
Deliberations and resolutions
Following the recommendations of the Remuneration and Nomination Committee, the Board discussed the goals
for the CEO relating to performance year 2022 (consisting for 50% of the 1-year targets defined in the beginning of
2022, for 25% of the 2-year target taking the form of phantom stock, and for 25% of the 3-year target taking the
form of phantom stock), and assessed the degree to which these goals were achieved. The Board resolved that
overall 65.9% of the 1-year targets was achieved (corresponding to a pay-out of EUR 61,781). The Board further
resolved that the 2-year target taking the form of phantom stock resulted in a pay-out of EUR 0, and the 3-year
target taking the form of phantom stock resulted in a pay-out of EUR 0.
BIOCARTIS ANNUAL REPORT 2023
Following the recommendations of the Remuneration and Nomination Committee, the Board discussed the goals
for the other members of the executive management relating to performance year 2022, and assessed the degree
to which these goals were achieved. For the 1-year company targets (having a weight of 80% for these executives),
65.9% was achieved (same as for CEO, see above). The Board was of the opinion that the CFO achieved 96% of his
individual goals and the COO achieved 93.3% of his individual goals, corresponding to an aggregate pay-out of EUR
72,929 (including bonus for the CFO for the successful completion of the comprehensive recapitalization Security
Enforcement). The Board further resolved that the 2-year target taking the form of phantom stock resulted in a pay-
out of EUR 0, and the 3-year target taking the form of phantom stock resulted in the pay-out of EUR 0.
B. C
ompany goals 2023 and remuneration executive management for performance year 2023
Deliberations and resolutions
Following the recommendations of the Remuneration
1
and Nomination Committee, the Board of Directors
discussed and deliberated on the variable remuneration for the CEO for performance year 2023, including the
minimum thresholds to be achieved and the amount of variable remuneration in case of overachievement. For the
1-year target (for 2023), the proposal is to use the below KPIs categories, each time consisting of the specific KPIs
as proposed by the Remuneration and Nomination Committee, provided that the CEO will only be entitled to a cash
bonus in case the Company has secured a funding event in 2023 which extends the Company’s cash runway until at
least 31 December 2024:
‘Realize a strong financial performance’ as KPI category (consisting of KPIs relating to (i) capping the
operational cash flow, (ii) growth of product related income, (iii) improving gross margin on product sales
and reduction of COGs per cartridge, and (iv) financial contribution from the partner business) having a
total weight of 40% (20%-7.5%-7.5%-5%).
o In case the operational cash flow is equal to EUR -29.2m, 100% of the variable remuneration
related to this KPI will be payable. Excess performance over EUR -29.2m (i.e., operational cash
flow better than EUR -29.2m), will be calculated linearly up and until an operational cash flow
of EUR -22.7m (e.g., cash flow of EUR -28,2m results in 103,5% achievement, 4 cash flow of EUR
-27,2m results in 106,2% achievement, up to cash flow of EUR -22,7m resulting in 128,6%
achievement).
o For growth of product related income, a minimum threshold of 87% must be achieved. In case
of achievement of this KPI of 87%, 87% of the percentage of the variable remuneration will be
payable, while every incremental percentage of achievement will result in 1% extra being
payable, provided that the maximum amount payable shall be equal to 125%. In case of an
1
For target amounts, reference is made to the minutes of the Remuneration Committee of the same date, previously briefed to the board
of directors, an extract of which is included below:
BIOCARTIS ANNUAL REPORT 2023
achievement of less than 87% of this KPI, no variable remuneration to which such KPI relates
shall be payable.
o For gross margin on product sales, a minimum threshold of 89% must be achieved. In case of
achievement of this KPI of 89%, 89% of the percentage of the variable remuneration will be
payable, while every incremental percentage of achievement will result in 1% extra being
payable, provided that the maximum amount payable shall be equal to 125%. In case of an
achievement of less than 89% of this KPI, no variable remuneration to which such KPI relates
shall be payable.
o For COGs reduction per cartridge, a minimum threshold of 85% must be achieved. In case of
a cartridge COG above 115% of the target cost, no variable remuneration to which such KPI
relates shall be payable. For an achievement less than 115% of the target cost, every
incremental percentage cost reduction will result in 1% extra being payable starting at 85% up
to 100%. For an achievement resulting in a COG per cartridge of less than 100% of the target
cost, every incremental percentage of achievement will result in 10% extra being payable,
provided that the maximum amount payable shall be equal to 200% for an achievement of 90%
of the target COGs.
o For financial contribution from the partner business, a minimum threshold of 75% must be
achieved. In case of achievement of this KPI of 75%, 75% of the percentage of the variable
remuneration will be payable, while every incremental percentage of achievement will result in
1% extra being payable, provided that the maximum amount payable shall be equal to 125%.
In case of an achievement of less than 75% of this KPI, no variable remuneration to which such
KPI relates shall be payable.
‘Boost commercial success’ as KPI category (consisting of KPIs relating to (i) expansion of installed base
through instruments placements, (ii) delivering on the ‘Integrated Product Roadmap’, (iii) the health of
funnel, and (iv) enhancement of the go-to-market strategy) having a total weight of 30% (10%-10%-5%-
5%).
o For the KPI relating to gross new instrument placements, a minimum threshold of 85% must
be achieved. In case of achievement of this KPI of 85%, 85% of the percentage of the variable
remuneration will be payable, while every incremental percentage of achievement will result in
1% extra being payable, provided that for achievement above 100% every incremental
percentage of achievement will result in 10% extra being payable, and provided that the
maximum amount payable shall be equal to 200%.
o For the other KPIs (i.e. ‘Integrated Product Roadmap’, health of funnel and enhancement of
go-to-market strategy), which are project based, the variable remuneration payable for these
project based KPIs can be between 0% and 125% depending on (timing of) project delivery and
budget.
‘Drive focused process improvements’ as KPI category (consisting of KPIs relating to optimization
‘Manufacturing Asset Utilization & Reliability’, shorter time to market processes including product
development cycles and operational processes to accommodate FLEX and strengthening the ‘Partner
Integration Processes’) having a total weight of 16% (8%-4%-4%). The variable remuneration payable for
project based KPIs can be between 0% and 125% depending on (timing of) project delivery and budget.
‘Grow organizational competencies’ as KPI category (consisting of KPIs relating to strengthening the
quality culture, continued investment in business-critical competencies with focus on RA and market
access competencies, and the sustainability action plan and employee wellbeing initiatives) having a total
weight of 14% (6%-4%-4%). The variable remuneration payable for project based KPIs can be between 0%
and 125% depending on (timing of) project delivery and budget.
For the deferred compensation for the following 2 and 3 years, the phantom stock plan will be used.
The Board considered the proposed variable remuneration mechanism and the KPIs that will be used to measure
and determine the variable remuneration for the CEO to be fully in line with the Company's interests. Therefore,
after discussion, the Board resolved to approve the variable remuneration mechanism for the CEO as discussed.
BIOCARTIS ANNUAL REPORT 2023
Following the recommendations of the Remuneration and Nomination Committee, the Board of Directors discussed
and deliberated on the variable remuneration for the other members of the executive management for 2023. The
Board resolved to use the same 1-year target mechanism as set out for the CEO above. The Board considered the
proposed variable remuneration mechanism and the KPIs that will be used to measure and determine the variable
remuneration for the executive management to be fully in line with the Company's interests. Therefore, after
discussion, the Board resolved to approve the variable remuneration mechanism for the executive management for
2023 as discussed.
- during the meeting held on 23 February 2023, for which the extract of the minutes sound as follows:
With respect to the foregoing statements made by South Bay Ventures BV, permanently represented by Mr.
VERRELST, the board of directors refers to the aforementioned report of the board of directors, prepared in
accordance with Articles 7:198 in conjunction with Articles 7:180 and 7:191 of the WVV with respect to the proposed
issuance of the 2023 Subscription Rights under the 2023 Subscription Rights Plan
2
, for a description of:
(a) the nature of the 2023 Subscription Rights Plan and the proposed issuance of the 2023 Subscription
Rights,
(b) the justification for the proposed issuance of the 2023 Subscription Rights under the 2023 Subscription
Rights Plan, and
(c) a description of the asset implications for the Company of the proposed issuance of the 2023 Subscription
Rights under the 2023 Subscription Rights Plan.
The relevant report contains further details and will be publicly available (inter alia) on the company's website and,
to the extent necessary, will be incorporated by reference into the minutes of this meeting.
- during the meeting held on 18 April 2023, for which the extract of the minutes sound as follows:
As a result of SBV BV, permanently represented by Herman Verrelst, transitioning into the role of Executive
Chairman of the Board of Directors
3
, the key terms were discussed related to the termination of the current
2
A full copy of which is published on the company’s website: verslag-raad-van-bestuur-sop-2023-dutch-only.pdf (biocartisgroupnv.be)
3
Following the justification and suggestions as included in the minutes of the Remuneration Committee of the same date, previously
briefed to the board of directors, an extract of which is included below:
BIOCARTIS ANNUAL REPORT 2023
consultancy agreement with SBV BV, including payment of any outstanding base monthly fees in respect of services
rendered in calendar year 2023 until 24 April 2023 and the milestone payment for performance year 2022, payable
in 2023. There will be no accelerated payment of part of the variable remuneration for the period 01 January 2023
until 24 April 2023. Final evaluation and pay-out of the variable remuneration will continue to follow the existing
scheme and pay-out method, also taking into consideration the fixed remuneration earned during the period 01
January 2023 until 24 April 2023. The deferred phantom stock granted in respect of the variable remuneration of
2021 and 2022 will not be terminated or settled and will remain in place. Also, the 600.000 share options which
were granted as part of the Share Options Plan 2023, will be retained (if accepted) as long as SBV BV, permanently
represented by Herman Verrelst, continues to be a Director in the Company. For the latter, the existing (vesting)
conditions (e.g., 3-year cliff vesting) as per the Share Options Plan 2023, will remain applicable.
Starting as of 24 April 2023, a new consultancy agreement with SBV BV will be entered into whereby a two-phase
approach is proposed for the provision of the intended services. For the period as of 24 April 2023 until 30 June 2023
services will be provided on a full-time basis with payment of a fixed base monthly fee of 31.250 Euro. As of 1 July
2023, the services will be reduced to 40% with payment of a fixed base monthly fee of 12.500 Euro. If appropriate,
changes to the terms can be mutually agreed upon.
The currently applicable scheme related to 50% variable remuneration will be retained on all fees earned in
performance year 2023 and will continue to be subject to the existing performance KPIs and agreed upon schedule
for 2023. The variable remuneration will continue to follow the deferral obligations. However, any deferred
phantom stock granted as part of the additional fee for service year 2023 (or thereafter) will lapse and become null
and void in case services are no longer performed for the Company (besides being a director of the company).
BIOCARTIS ANNUAL REPORT 2023
The new consultancy agreement will be entered into for an indefinite term with a 3-months’ notice period. In both
the termination agreement and the new consultancy services agreement, reference is made to non-compete, non-
solicitation, confidentiality, publicity and intellectual property obligations or restrictions.
In its new capacity, SBV BV, permanently represented by Herman Verrelst, will no longer be part of the executive
management of the Company.
The Board resolved to approve the related contracts with SBV BV and authorized the current Chair of the Board to
sign these on behalf of the Company.
More information on the remuneration of Herman Verrelst in 2023 can be found in the Remuneration Report below.
The procedure pursuant to Article 7:97 of the Belgian Code of Companies and Associations was not applied in 2023.
2.3 Committees of the board of directors
The board of directors has established two board committees: an audit committee and a remuneration and nomination
committee. The terms of reference of these board committees are set out in the Company’s corporate governance charter.
Audit committee
Composition
According to Belgian company law, the audit committee consists of non-executive directors only, at least one member of the
audit committee must be an independent director, the members of the audit committee must have a collective expertise
relating to the activities of the Company, and at least one member of the audit committee must have the necessary
competence in accounting and auditing. The following three directors are members of the audit committee: Luc Gijsens BV,
permanently represented by Luc Gijsens (chairman), Christian Reinaudo and Bryan Dechairo (who replaced Mr. Roald Borré
as of 21 February 2023). The members of the audit committee have adequate expertise in financial matters to discharge
their functions and have a collective expertise relating to the activities of the Company. The members of the audit committee
are competent in accounting and auditing as evidenced by their previous and current roles.
Activity report
In 2023, the audit committee held two meetings which were attended by all members, resulting in a 100% attendance rate
for the audit committee meetings. During its meetings, the audit committee among others reviewed and discussed the
operational reorganization, as well as financial reporting and assessed the declarations regarding internal control and risk
management in the annual report 2022. The external auditor attended both meetings of the audit committee. The audit
committee reported systematically to the board of directors and ensured the co-operation of the executive management
and the finance department of the Company where required.
Remuneration and nomination committee
Composition
According to Belgian company law, the remuneration and nomination committee consists of non-executive directors only,
of which a majority must be independent directors. The committee has the required expertise in terms of remuneration
policy. The remuneration and nomination committee consists of three directors: Christian Reinaudo (chairman), Ann-
Christine Sundell and Christine Kuslich. All members of the remuneration and nomination committee are independent
directors. The chief executive officer participates to the meetings of the remuneration and nomination committee in an
advisory capacity each time the remuneration of another member of the executive management is discussed.
Activity report
In 2023, the remuneration and nomination committee held four meetings which were attended by all members, resulting in
a 100% attendance rate for the remuneration and nomination committee meetings. The remuneration and nomination
committee discussed the composition of the board of directors and executive management, discussed and approved the
achievement of the 2022 company goals and related variable remuneration of the executive management, and set the 2023
company goals and objectives (the progress of which was reviewed by the committee throughout the year). It approved the
remuneration report included in the 2022 annual report. The remuneration and nomination committee reported
systematically to the board of directors and ensured the co-operation of the executive management and the HR department
of the Company where required.
BIOCARTIS ANNUAL REPORT 2023
2.4 Executive management
Composition
Throughout the year, the executive management was composed of the following individuals, who assumed the role of CEO,
CFO or COO.
Name
Age
Function
Herman Verrelst
(1)
50
Chief executive officer (CEO)
Roger Moody
56
Chief executive officer (CEO)
Jean-Marc Roelandt
(2)
59
Chief financial officer (CFO)
George Cardoza
62
Chief financial officer (CFO)
Piet Houwen
(3)
56
Chief operating officer (COO)
(1) Permanently representing South Bay Ventures (SBV) BV; Permanently representing Marcofin BV; (2) Permanently representing Scmiles BV.
Herman Verrelst served as chief executive officer of the Company effective from 31 August 2017 until 24 April 2023. Between
24 April 2023 and 1 July 2023, he served as executive director and chairman of the Company. From 1 July 2023, he served as
non-executive chairman. See his biography under ‘board of directors’.
Roger Moody has been Biocartis’ Chief Executive Officer from 24 April 2023 until 31 October 2023 (whereby his mandate
was officially ended on 23 December 2023). He has more than 30 years of experience in the technology and healthcare
industry and brings a unique combination of deep knowledge of molecular diagnostics in the US and a proven track record
of scaling up public companies. He has held various senior executive positions leading strategic business development, scaling
manufacturing and commercial operations and securing funding in both private and public offerings. Prior to joining Biocartis,
Mr. Moody served as CEO of GlySure Limited, whose primary assets were sold to Baxter International (NYSE: BAX), and held
the CFO position at Nanosphere (now part of DiaSorin (Euronext Milan: DIA)), Clinical Genomics, Inc., a colorectal cancer
diagnostics company) and most recently Talis Biomedical (Nasdaq: TLIS), a point-of-care molecular diagnostics company.
Roger Moody holds a BSc in Finance from Syracuse University and an MBA from The University of Chicago Booth School of
Business.
Jean-Marc Roelandt was the chief financial officer (CFO) of the Company until 4 August 2023. He is a senior executive with
an established track record of more than 25 years as Chief Financial Officer in globally active publicly listed companies. With
a focus on M&A, capital market transactions and the implementation of adequate financial management infrastructure in
dynamic and fast-growing companies, he built up a solid expertise in various industries. Prior to joining Biocartis, he was
Chief Financial Officer of MDxHealth, a multinational healthcare company that provides actionable genomic information to
personalize the diagnosis and treatment of cancer. Mr. Roelandt holds a master’s Degree in Applied Economics from the
University of Ghent (Belgium).
George Cardoza has been Biocartis’ Chief Financial Officer and Head of Service Delivery from 7 August 2023 until 31 October
2023 (whereby his mandate was officially ended on 23 December 2023). During this period, he was responsible for
overseeing the company's financial strategies, driving operational efficiencies, and ensuring sustainable growth in line with
the organization's objectives and in addition, overseeing the execution of Biocartis’ strategic partnerships. He has more than
25 years of experience in the diagnostics and laboratory industry and brings a unique combination of extensive experience
in both finance and operational leadership roles. Prior to joining Biocartis, Mr. Cardoza served as CEO of AccuraGen Holdings
LLC, a California-based company focused on development of NGS-based liquid biopsy testing and prior to that he served in
various executive roles (President and Chief Operating Officer Laboratory Services, President Pharma Services Division, and
CFO) at NeoGenomics Laboratories (NASDAQ: NEO) a clinical laboratory and pharma services company that specialized in
cancer diagnostic testing. Throughout his career, Mr. Cardoza has demonstrated a strong aptitude for financial management,
strategic planning, and fostering collaboration across departments. He possesses a deep understanding of the industry
landscape and a proven ability to navigate complex financial challenges while driving profitability. George Cardoza holds a
B.S. i
n Finance and Accounting from Syracuse University and an MBA from Michigan State University.
Piet Houwen was the chief operating officer (COO) until 1 September 2023. He has more than 30 years of experience in
various operational and general management roles. Piet Houwen has a strong track record in manufacturing, process
engineering, project and people management. Mr. Houwen has gained broad operational experience in dynamic
international environments, including in fast moving consumer goods, food manufacturing, biopharmaceuticals and
consulting. Prior to joining Biocartis, Piet Houwen was chief operations officer at Ablynx and prior to that, he held global
roles for Sanofi/Genzyme and Janssen Pharmaceutica (part of Johnson & Johnson family of companies) where he was active
in pharmaceutical manufacturing of large and small molecules, stent coating and medical devices. Piet Houwen holds a
BIOCARTIS ANNUAL REPORT 2023
Master’s Degree in Mechanical Engineering from the Delft University of Technology (The Netherlands). After his departure,
part of his responsibilities were assumed by George Cardoza as Head of Service Delivery.
The business address of each of the members of the executive management for the purpose of their mandate is Generaal de
Wittelaan 11B, 2800 Mechelen, Belgium.
In view of the completion of the Security Enforcement, the Company no longer has any executive management in place as
from 23 December 2023.
Diversity
The board has always valued diversity as a key business driver and focused on a diverse set of skills and inclusive leadership
throughout the Company when composing the executive management. In view of the completion of the Security
Enforcement however, the Company no longer has any executive management in place. Therefore, the Company does not
have a diversity policy in place as per 31 December 2023.
2.5 Remuneration report
Introduction
This remuneration report provides an overview of the key aspects of the remuneration of the Company's directors and
members of the executive management in 2023, it being understood that the executive management has transferred to and
was remunerated by the New Biocartis Group following the Security Enforcement. As from 23 December 2023 – i.e. the date
on which all remaining corporate mandates of the executive management have been formally terminated by the Company's
board of directors the Company no longer has any executive management in place. Following a clear positive vote by the
Company's shareholders on the remuneration report of 2022 and the Company's remuneration policy, the changes to the
remuneration of the directors and members of the executive management in 2023 as compared to 2022 have been kept to
a minimum, it being understood however that, in view of the Security Enforcement, directors have waived their
remuneration as of Q4 2023. This remuneration report must be read together with the Company's remuneration policy which
can be found on its website, as well as with the performance of the Company in 2023 as set out in detail in this annual report.
Remuneration of the directors
Principles
The remuneration of the non-executive directors is composed of a fixed fee and an attendance fee. The amount of such fees
was set by the annual shareholders’ meeting.
Annual fixed fees:
Chairperson of the board: EUR 36,000
Chairperson of the audit committee: EUR 18,000
Chairperson of the remuneration and nomination committee: EUR 14,000
Other non-executive directors: EUR 12,000
Attendance fees: In addition to the annual fixed fees mentioned above, each non-executive director receives an attendance
fee of EUR 3,000 per regular meeting of the board of directors or EUR 1,500 per ad hoc board meeting with a more limited
agenda (to be increased, as the case may be, with a fee for travel time of EUR 1,500 for Ann-Christine Sundell and EUR 2,500
for Christine Kuslich and Bryan Dechairo per meeting of the board attended in person), EUR 1,000 per meeting of the audit
committee attended by the director who is a member of such committee, and EUR 500 per meeting of the remuneration
and nomination committee attended by the director who is a member of such committee.
No share-based awards: As from 1 January 2020, the Company no longer grants share options to non-executive directors.
However, certain directors do hold subscription rights granted to them under the 2018 Plan (see below).
The board of directors, upon recommendation of the remuneration and nomination committee, decided to deviate from
provision 7.6 of the Belgian Code on Corporate Governance 2020, which provides that shares of the Company should be
granted to non-executive directors as part of their remuneration. The reason for this deviation is that the Company currently
does not own treasury shares and is currently legally not in a position to acquire treasury shares.
BIOCARTIS ANNUAL REPORT 2023
The Company also reimburses the directors for reasonable out of pocket expenses (including travel expenses) incurred while
performing their mandate.
Remuneration of the members of the board of directors in 2023
Based on what is set out above, the remuneration of the directors for the performance of their director mandate in 2023 is
as follows
(1)
:
Fixed remuneration
Variable remuneration
Extra-
ordinary
items
Total
remune-
ration
Proportion of
fixed and
variable
remuneration
Name of
Director
Fixed fees
(2)
Attendance
fees
(3)
Fringe
benefits
One-
year
variable
Multi-year
variable
SBV BV, repr.
by Herman
Verrelst
9,000
9,000
0
0
0
0
18,000
Fixed: 100%
Variable: 0%
Christian
Reinaudo
21,775
23,500
0
0
0
0
45,275
Fixed: 100%
Variable: 0%
Luc Gijsens BV,
repr. by Luc
Gijsens
13,500
21,500
0
0
0
0
35,000
Fixed: 100%
Variable: 0%
Ann-Christine
Sundell
9,000
21,500
0
0
0
0
30,500
Fixed: 100%
Variable: 0%
Christine
Kuslich
9,000 22,500 0 0 0 0 31,500
Fixed: 100%
Variable: 0%
Bryan Dechairo
7,282
22,500
0
0
0
0
29,782
Fixed: 100%
Variable: 0%
Roald Borré
(4)
0
0
0
0
0
0
0
Fixed: 100%
Variable: 0%
(1) Amounts mentioned are gross amounts in Euro.
(2) Amounts mentioned in this column relate to the directors’ annual fixed fees.
(3) Amounts mentioned in this column relate to the attendance fees of the members of the board and its committees.
(4) Mr. Borré renounced his remuneration as director and member of the audit committee of the Company. Mr. Borré resigned from the board with effect as of 21 February 2023, and was replaced by Mr. Dechairo with
effect as of the same date.
As mentioned above, the Directors waived their remuneration as of the fourth quarter of 2023 in view of the Security
Enforcement, resulting in a decrease of their total 2023 remuneration in comparison to 2022. This decrease is also reflected
in the chart showing the changes in the remuneration of the directors and the members of the executive management and
the changes in the average remuneration of the employees of the Company over the past five years.
The table below provides an overview of the number of subscription rights of the directors on 31 December 2023:
Information regarding the reported financial year
The main conditions of subscription rights plans
Opening
balance
During the year
(2)
Closing
balance
Name of
Director
Specification
of plan
Vesting
date
(1)
End of
holding
period
Exercise
period
Strike
price
Subscription
rights held
(of which
vested)
Subscription
rights
awarded
Subscription
rights
vested
subscription
rights held
(of which
vested)
Award date
Christian
Reinaudo
2018 Plan
10/09/2018
1/3rd
in each
of
2019,
2020
and
2021
N/A
1/1/2022
9/9/2025
EUR
11.93
15,000
(15,000)
0
0
15,000
(15,000)
Luc
Gijsens
BV, repr.
by Luc
Gijsens
2018 Plan
10/09/2018
1/2nd
in each
of 2019
and
2020
N/A
1/1/2022
-
9/9/2025
EUR
11.93
10,000
(10,000)
0
0
10,000
(10,000)
Ann-
Christine
Sundell
2018 Plan
10/09/2018
1/2nd
in each
of 2019
and
2020
N/A
1/1/2022
-
9/9/2025
EUR
11.93
10,000
(10,000)
0
0
10,000
(10,000)
Christine
Kuslich
N/A N/A N/A N/A N/A N/A 0 0 0 0
BIOCARTIS ANNUAL REPORT 2023
Roald
Borré
N/A N/A N/A N/A N/A N/A 0 0 0 0
(1) Pursuant to the 2018 Plan, the subscription rights of the directors vest in X equal instalments on each anniversary date of the date of his or her appointment as director of the Company, whereby X shall be equal to the
duration of his or her director’s mandate expressed in years.
(2) During 2022, no subscription rights were exercised or became null and void for any reason.
Remuneration of the members of the executive management
Principles
The remuneration of the members of the executive management consists of the following remuneration components:
Annual fixed cash remuneration
Non-deferred short-term variable remuneration (cash bonus)
Deferred short-term variable remuneration (since 2020 in the form of phantom stock)
Long-term variable remuneration (subscription rights)
Certain other components
Remuneration of the members of the executive management in 2023
Total Remuneration: The total remuneration of the members of the executive management in 2023 is as follows:
Fixed remuneration
Variable remuneration
Proportion of
fixed and
variable
remuneration
Name of
Executive
Base salary
Fees
Fringe
benefits
One-year
variable
(1)
Multi-
year
variable
(2)
Extraordinary
items
Pension
expense
Total
remuneration
SBV BV,
repr. By
Herman
Verrelst
(3)
EUR 187,500
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 187,500
Fixed: 100%
Variable: 0%
John Roger
Moody Jr.
(4)
USD 234,017
USD
0
USD
135,817
(8)
USD 0 USD 0 USD 0 USD 0 USD 369.834
Fixed: 100%
Variable: 0%
Marcofin
BV, repr. By
Jean-Marc
Roelandt
(5)
EUR 140,332
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 140,332
Fixed: 100%
Variable: 0%
George
Cardoza
(6)
USD 82,963
USD
0
USD 0 USD 0 USD 0 USD 0 USD 0 USD 82,963
Fixed: 100%
Variable: 0%
Scmiles BV,
repr. by
Piet
Houwen
(7)
EUR 217,653
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 217,653
Fixed: 100%
Variable: 0%
(1) Amounts mentioned in this column relate to the non-deferred short-term variable remuneration (cash bonus).
(2) Amounts mentioned in this column relate to the deferred short-term variable remuneration. The deferred variable remuneration of the executive management is structured by way of phantom stock under the phantom
stock plan which was created in 2020. In view of the Security Enforcement, the value of any subscription rights vested in 2023 have not been taken into account. See the table below for more information on the subscription
rights of the executive management as per 31 December 2023.
(3) CEO until 24 April 2023; chair since 24 April 2023 but only as non-executive since 1 July 2023 (before that date: SBV BV was paid fee under consultancy agreement).
(4) CEO from 24 April 2023 until 31 October 2023, the date of the Security Transaction. No remuneration was received after 31 October 2023. His mandate was officially terminated on December 23, 2023.
(5) CFO until 4 August 2023;
(6) CFO and Head of Service Delivery from 7 August 2023 until 31 October 2023, the date of the Security Transaction. No remuneration was received after 31 October 2023. His mandate was officially terminated on December
23, 2023.
(7) COO until 1 September 2023.
(8) Sign-on bonus, hardship compensation, car allowance and telecom allowance.
None of the executive management received or will receive a variable remuneration relating to the fiscal year 2023, as the
qualifying objective thereto, i.e. the materialization of a funding event, whereby financing would be secured that extends
the cash runway of the Company until at least 31 December 2024, was not realized.
No severance payments have been granted to members of the executive management who left the Company in 2023.
The aforementioned remuneration of the members of the executive management was in line with the Company’s
remuneration policy. By creating a balanced mix between fixed and variable remuneration, as well as between short-term
and long-term remuneration, the Company strived to create a focus not only on short-term operational performance but
also on the long-term objective of creating sustainable value. The goals and objectives of the members of the executive
BIOCARTIS ANNUAL REPORT 2023
management determined to evaluate their variable remuneration were established in order to support the Company’s long-
term performance as they focused on the key metrics to achieve such long-term performance.
Non-Deferred and Deferred Short-Term Variable Remuneration
In the past, short-term variable remuneration for the CEO could be maximum 50% of his annual fixed remuneration of the
year for which the variable remuneration is awarded. The short-term variable remuneration for the other members of the
executive management could be maximum 30% of their respective annual fixed remuneration of the year for which the
variable remuneration is awarded.
In accordance with applicable law, 50% of the short-term variable remuneration of the members of the executive
management is linked to performance criteria measured over one performance year. Such non-deferred short-term variable
remuneration is settled in cash. For the remaining 50% of the short-term variable remuneration, 25% is linked to performance
criteria measured over two performance years and another 25% is linked to performance criteria measured over three
performance years. It is to be noted that in the course of 2020, the Company decided to structure the deferred short-term
variable remuneration for the members of the executive management by way of a grant of phantom stock. For more
information on the phantom stock mechanism, please see the Company’s remuneration policy.
However, in view of the Security Enforcement, none of the executive management received a variable remuneration.
Long-Term Variable Remuneration (subscription rights)
The table below provides an overview of the number of subscription rights of the members of the executive management
on 31 December 2023:
Name of
Executive
The main conditions of subscription rights plans
Information regarding the reported financial year
Opening
balance
During the year
Closing balance
Specification
of plan
Award date
Vesting
date
End of
holding
period
Exercise
period
Strike
price
Subscrip
tion
rights
held (of
which
vested)
Subscripti
on rights
awarded
Subscri
ption
rights
vested
Subscriptio
n rights
cancelled/
forfeited
Subscription
rights
held (of which
vested)
SBV BV, repr.
by Herman
2020B Plan
30/4/2020
1/1/2024
N/A
1/1/2024
EUR
300,000
0
0
300,000
0
Verrelst
-
4.18
(0)
29/4/2027
2020B Plan
27/4/2021
1/1/2025
N/A
1/1/2025
EUR
60,000
0
0
60,000
0
4.45
(0)
26/4/2028
2023 Plan
24/4/2023
24/2/2026
N/A
24/2/2026
EUR
0
600,000
0
600,000
0
0.66
23/2/2030
Marcofin BV,
2020B Plan
30/4/2020
1/1/2024
N/A
1/1/2024
EUR
100,000
0
0
100,000
0
repr. by Jean-
-
4.18
(0)
Marc Roelandt
29/4/2027
2020B Plan
27/4/2021
1/1/2025
N/A
1/1/2025
EUR
30,000
0
0
30,000
0
4.45
(0)
26/4/2028
Scmiles BV,
2018 Plan
9/5/2019
2020-2023
N/A
1/1/2023
EUR
65,000
0
4,063
0
65,000
repr. by Piet
11.93
(60,937)
Houwen
8/5/2026
(65,000)
2020B Plan
30/4/2020
1/1/2024
N/A
1/1/2024
EUR
50,000
0
0
50,000
0
4.18
(0)
29/4/2027
Yearly changes in remuneration and performance of the Company
The chart below shows the evolution in the performance of the Company over the past five years, expressed by way of key
performance indicators which were used in the relevant period for determining the variable remuneration of the executive
management.
BIOCARTIS ANNUAL REPORT 2023
(1) Gross margin is defined as total operating income less cost of sales.
(2) Product related gross margin is defined as product sales and system service income less cost of sales.
(3) Cash burn is defined as operating and investing cash flow.
(4) Trading in the Company's shares has been halted since 25 September 2023.
The chart below shows the changes in the remuneration of the directors and the members of the executive management
and the changes in the average remuneration of the employees of the Company over the past five years.
The average remuneration of the employees (for the avoidance of doubt, excluding directors and members of the executive
management) is calculated based on the total remuneration as of 31 December of the relevant year for the employees of
the Company and its subsidiaries. The total remuneration of the employees includes base remuneration, short term variable
remuneration (bonus plan) and benefits (such as pension plan, company car, commuting allowances, disability insurance and
health insurance).
It is to be noted that over the past five years the composition of the workforce (e.g., relative weight of the number of manual
workers versus cognitive workers, establishment of a US workforce) and the changes in the composition of the executive
management had an impact on the average remuneration evolution as shown in the above. Also, this takes into account the
effects of the Security Enforcement. Subscription rights are excluded from the calculations. For more detailed information
on the remuneration of the directors and the members of the executive management over the past five years, reference is
made to the remuneration reports as included in the Company’s annual reports over the past five years.
500%
Company performance indicators
operating income
400%
gross margin (1)
300%
200%
product related gross
margin
(2)
cash burn (3)
100%
0%
commercial cartridge
sales
(1.000 units)
installed base (units)
-100%
collaboration income
-200%
2019
2020
2021
2022
2023
share price (EUR) (4)
Changes in remuneration
130%
120%
110%
Directors
100%
90%
Executive management
Employees
80%
70%
60%
2019
2020
2021
2022
2023
BIOCARTIS ANNUAL REPORT 2023
Pay ratio
The ratio between the highest remuneration of the members of executive management and the lowest remuneration (in
full-time equivalent) of the Company’s employees amounts to 12 to 1. Subscription rights are excluded from the calculations.
Severance payments for departing members of the executive Management
No severance payments have been granted to members of the executive management who left the Company in 2023. No
claw-back provisions applied or therefore exercised.
2.6 Share capital and shares
Issue of shares by the company in 2023
On 1 January 2023, the share capital of the Company amounted to EUR 929,896.99, represented by 92,989,699 shares. In
the course of 2023, shares were issued at the following occasions:
On 23 January 2023, 112,338 new shares were issued as a result of a contribution in kind of a receivable towards
the company;
On 20 February 2023, 803 new shares were issued as a result of the conversion of convertible bonds;
On 21 February 2023, 810 new shares were issued as a result of the conversion of convertible bonds;
On 2 March 2023, 812 new shares were issued as a result of the conversion of convertible bonds;
On 18 April 2023, 187,068 new shares were issued as a result of a contribution in kind of a receivable towards
the company;
On 25 April 2023, 178,403 new shares were issued as a result of the conversion of convertible bonds;
On 8 June 2023, 89,701 new shares were issued as a result of the conversion of convertible bonds;
On 23 June 2023, 113,342 new shares were issued as a result of the conversion of convertible bonds;
On 27 June 2023, 242,934 new shares were issued as a result of the conversion of convertible bonds;
Consequently, on 31 December 2023, the share capital of the Company amounted to EUR 939,159.10, represented by
93,915,910 shares.
Number and form of shares of the company
Of the 93,915,910 shares of the Company outstanding at 31 December 2023, 47,931 were registered shares and 93,867,979
were dematerialized shares. All shares belong to the same class and are freely transferable. All shares are issued and fully
paid-up.
Rights attached to shares of the company
Each share in the Company (i) entitles its holder to one vote at the general shareholders’ meetings, (ii) represents an identical
fraction of the Company’s share capital and has the same rights and obligations, and shares equally in the profits and losses
of, the Company, and (iii) gives its holder a preferential subscription right to subscribe for new shares, convertible bonds or
subscription rights in proportion to the part of the share capital represented by the shares already held. The preferential
subscription right can be restricted or cancelled by a resolution approved by the general shareholders’ meeting, or by the
board of directors subject to an authorization of the general shareholders’ meeting, in accordance with the provisions of
Belgian company law and the Company’s articles of association. Pursuant to Article 11 of the articles of association, the
exercise of the voting rights of all shares owned by the relevant shareholder are suspended if and as long as the board of
directors calls for the payment of shares which are not fully paid-up and such calls have not been performed by such
shareholder. However, all shares in the Company are currently fully paid-up. Pursuant to Article 12 of the articles of
association, the Company may suspend all rights attached to a security when such security is held by more than one person,
until such time as one sole person has been identified to the Company as the holder of the security.
Subject to certain exceptions, no shareholder may cast a greater number of votes at a general shareholders' meeting of the
Company than those voting rights that such shareholder has notified to the Company and the Belgian Financial Services and
Markets Authority ('FSMA'), in accordance with the applicable rules laid down in the Belgian Law of 2 May 2007 on the
BIOCARTIS ANNUAL REPORT 2023
disclosure of major shareholdings, at least 20 calendar days prior to the date of the general shareholders' meeting. In general,
pursuant to the aforementioned Law of 2 May 2007 and the Company's articles of association, a notification to the Company
and the FSMA is required by all natural and legal persons in each case where the percentage of voting rights in the Company
held by such persons reaches, exceeds or falls below the threshold of 3%, 5%, 10%, and every subsequent multiple of 5%, of
the total number of voting rights in the Company. Furthermore, in certain instances, voting rights can be suspended by a
competent court or by the FSMA.
Right of the board of directors to increase the share capital of the Company
On 4 June 2021, the general shareholders’ meeting renewed the authorization to the board of directors to increase the share
capital of the Company within the framework of the authorized capital. Such authorization was granted with a maximum of
75% of the share capital at the time of the convening of the shareholders' meeting granting such authorization (i.e., EUR
431,592.47).
The general shareholders’ meeting further decided that the board of directors, when exercising its powers under the
authorized capital, is authorized to restrict or cancel the statutory preferential subscription rights of the shareholders (within
the meaning of Belgian company law). This authorization includes the restriction or cancellation of the preferential
subscription rights for the benefit of one or more specific persons (whether or not employees of the Company or its
subsidiaries). The authorization is valid for a term of five years as from the date of the publication of the authorization in the
Annexes to the Belgian State Gazette (Belgisch Staatsblad), i.e., until 22 June 2026. The board used its authorization with
respect to 1,038,968 shares in 2022, resulting in a remaining authorization for the board to issue 42,120,279 shares. On 23
February 2023, the board of directors resolved to issue eight million three hundred thousand (8,300,000) "Subscription Rights
2023" in the context of the authorized capital, and related capital increase subject to and to the extent of the exercise of the
aforementioned subscription rights, whereby each subscription right under the Subscription Rights Plan 2023 will entitle the
holder to subscribe to one (1) new share of the company, resulting in a remaining authorization for the board to issue
33,820,279 shares.
Modifications to the articles of association and share capital
Amendments to the articles of association, other than certain specific amendments such as an amendment of the Company’s
purpose, require the presence or representation of at least 50% of the share capital of the Company at an extraordinary
shareholders' meeting to be held before a notary public, and a majority of at least 75% of the votes cast at such meeting. An
amendment of the Company’s corporate purpose requires the approval of at least 80% of the votes cast at an extraordinary
shareholders’ meeting to be held before a notary public, which can only validly pass such resolution if at least 50% of the
share capital of the Company and at least 50% of the profit certificates, if any, are present or represented. In the event where
the required attendance quorum is not present or represented at the first meeting, a second meeting needs to be convened.
The second general shareholders’ meeting may validly deliberate and decide regardless of the number of shares present or
represented. The special majority requirements, however, remain applicable.
The above also applies to any changes of the Company’s share capital as such changes amount to an amendment of the
Company’s articles of association. There are no conditions imposed by the Company’s articles of association that are more
stringent than those required by law. Within the framework of the powers granted to it under the authorized capital, the
board of directors may also increase the Company’s share capital as specified in the articles of association.
Purchase and sale of treasury shares
The Company may purchase, subject to the provisions of the Belgian company law, its own shares if authorized by a prior
decision of an extraordinary shareholders’ meeting approved by a majority of 75% of the votes cast, at a meeting where at
least 50% of the share capital of the Company and at least 50% of the profit certificates, if any, are present or represented.
In the event where the required attendance quorum is not present or represented at the first meeting, a second meeting
needs to be convened. The second general shareholders' meeting may validly deliberate and decide regardless of the number
of shares present or represented. The special majority requirements, however, remain applicable. The aforementioned rules
are also applicable to the acquisition of shares of the Company by its subsidiaries. The sale of treasury shares is also subject
to the provisions of the Belgian Code of Companies and Associations. The board of directors is currently not authorized by
an extraordinary shareholders’ meeting to purchase or sell its own shares. On 31 December 2023, neither the Company nor
any subsidiary of the Company held any shares in the Company.
Public takeover bids
Public takeover bids for the Company’s shares and other securities giving access to voting rights (such as subscription rights
and convertible bonds) are subject to supervision by the FSMA. Any public takeover bid must be extended to all of the
BIOCARTIS ANNUAL REPORT 2023
Company’s voting securities, as well as all other securities giving access to voting rights. Prior to making a bid, a bidder must
publish a prospectus which has been approved by the FSMA prior to publication.
The Belgian Law on public takeover bids of 1 April 2007 provides that a mandatory bid must be launched if a person, as a
result of its own acquisition or the acquisition by persons acting in concert with it or by persons acting for their account,
directly or indirectly holds more than 30% of the voting securities in a company having its registered office in Belgium and of
which at least part of the voting securities are admitted to trading on a regulated market or on a multilateral trading facility
designated by the Belgian Royal Decree of 27 April 2007 on public takeover bids. The mere fact of exceeding the relevant
threshold through the acquisition of shares will give rise to a mandatory bid, irrespective of whether the price paid in the
relevant transaction exceeds the then current market price. The duty to launch a mandatory bid does not apply in certain
cases set out in the aforementioned Belgian Royal Decree of 27 April 2007 such as (i) in case of an acquisition if it can be
shown that a third-party exercises control over the Company or that such party holds a larger stake than the person holding
30% of the voting securities or (ii) in case of a capital increase with preferential subscription rights decided by the Company’s
general shareholders’ meeting.
There are several provisions of Belgian company law and certain other provisions of Belgian law, such as the obligation to
disclose significant shareholdings and merger control, which may apply to the Company and which may create hurdles to an
unsolicited tender offer, merger, change in management or other change in control. These provisions could discourage
potential takeover attempts that other shareholders may consider to be in their best interest and could adversely affect the
market price of the Company’s shares. These provisions may also have the effect of depriving the shareholders of the
opportunity to sell their shares at a premium.
Pursuant to Belgian company law, the board of directors of Belgian companies may in certain circumstances, and subject to
prior authorization by the shareholders, deter or frustrate public takeover bids through dilutive issuances of equity securities
(pursuant to the authorized capital) or through share buy-backs (i.e. purchase of own shares). In principle, the authorization
of the board of directors to increase the share capital of the Company through contributions in kind or in cash with
cancellation or limitation of the preferential subscription right of the existing shareholders is suspended as of the notification
to the Company by the FSMA of a public takeover bid on the securities of the Company. The general shareholders’ meeting
can, however, under certain conditions, expressly authorize the board of directors to increase the capital of the Company in
such case by issuing shares in an amount of not more than 10% of the existing shares of the Company at the time of such
public takeover bid. Such authorization has not been granted to the board of directors of the Company.
The Company’s articles of association do not provide for any specific protective mechanisms against public takeover bids.
Given the Security Enforcement, the Company is no longer a party to any significant agreements which take effect, alter or
terminate upon a change of control over the Company following a takeover bid.
However, the Company’s share option plans provide for an accelerated vesting of the subscription rights in case of a change
of control event.
2.7 External and internal control
External control
In 2023, the Company’s statutory auditor was Deloitte Bedrijfsrevisoren BV, represented by Nico Houthaeve. The statutory
auditor performs the external audit of the consolidated and statutory accounts of the Company and of its Belgian subsidiary
Biocartis NV (until 31 October 2023, date of the Security Enforcement), and audits specified account balances of Biocartis US
Inc. (also until 31 October 2023, date of the Security Enforcement). For 2023, the audit fee amounted to EUR 148,372, and
the fees for audit related services performed by the statutory auditor amounted to EUR 172,366 (mainly with respect to the
comprehensive recapitalization Security Enforcement of the Company and the Security Enforcement).
Internal control
As indicated in this annual report, the board of directors has set up an audit committee that gives guidance and controls the
financial reporting of the Group. It ensures the presence of sufficient internal control mechanisms and, in co-operation with
the statutory auditor of the Group, investigates questions in relation to accounting and valuation rules. The audit committee
more specifically reviews the financial accounts of the Company, the management reporting and budgets and gives its
recommendation with regard to these documents to the board of directors. Given the size and complexity of the Company’s
business up until the Security Enforcement, as well as the policies and internal processes it has in place, no independent
internal audit function has been or will be established.
BIOCARTIS ANNUAL REPORT 2023
The Company has set up control policies and risk management systems to ensure that the main business risks are properly
identified, managed and disclosed. The objectives of the Company internal control framework are achieving effectiveness
and efficiency of operations, reliability of financial reporting, compliance with applicable laws and regulations and the
safeguarding of assets. To this end, the Company has established a number of instruments that are discussed on a regular
basis in the audit committee and are presented to the board of directors:
Long term financial planning and annual budgets: at least once per year, the management of the Company
prepares the annual budget. This is an important instrument to control activities of the Group and combines
strategy, risk, business plans and intended results. The budget is also used as a basis to define the most important
company goals for the financial year. The performance against the budget and Company goals is monitored
monthly by the finance and business team and discussed on a monthly basis in the executive management
meetings. Quarterly business reviews are conducted with all relevant stakeholders for more in depth analysis
and for forecast updates. It is also presented to the audit committee and the board of directors. In addition, the
management and board of directors prepare and update a longer term financial plan to crystalize the longer term
strategy of Group.
Monthly management information reports and financial accounts to monitor (actual) performance versus
(budget) objectives: every month management prepares a detailed management information report (‘MIR’)
covering all activities of the Group (commercial, development, production, strategic, IP, HR, etc.). The MIR also
maps the Company’s ongoing progress against the yearly budget and longer term strategic and R&D development
goals.
Time registration on projects and activities to monitor staff resource allocation as compared to planning.
Statutory financial and tax reporting per legal entity and IFRS financial accounts on a consolidated level:
management prepares and presents to the audit committee and the board of directors these accounts at least
every six months.
In order to ensure the quality and reliability of the financial information, the Group has established key standardized
information flow processes, consistent throughout the organization. The most important financial processes are designed to
ensure data consistency and comparability, as well as to detect potential anomalies. These processes include amongst others
expenditure, revenue, inventory, fixed assets, financial closing and treasury processes. Management defines the values as
well as the skills and job descriptions needed for all functions and tasks within the organization.
BIOCARTIS ANNUAL REPORT 2023
3 Financial report
Responsibility statement
The board of directors of the Company, in name of and on behalf of the Company, hereby declares that to the best of its
knowledge:
The annual accounts, which have been drawn up in accordance with the applicable accounting standards, give a
true and fair view of the net equity, financial position and results of the Company and the companies included in
the consolidation, and
The annual report gives a true and fair view of the development and results of the business and the position of
the Company and the companies included in the consolidation, as well as a description of the main risks and
uncertainties they are confronted with.
Herman Verrelst Christian Reinaudo
CHAIRMAN OF THE BOARD OF DIRECTORS Director
BIOCARTIS ANNUAL REPORT 2023
3.1 Consolidated financial statements as of and for the years ended 31 December 2023 and
2022
3.1.1
Consolidated income statement
Years ended 31 December,
In EUR 000
Notes
2023 2022
Collaboration revenue
3.2.4
9,047
11,068
Product sales revenue
3.2.4
36,447
45,036
Service revenue
3.2.4
1,893
1,377
Total revenue
47,387
57,481
Other operating income
Grants and other income
3.2.5
303
495
Total operating income
47,690
57,976
Cost of sales
3.2.6
-20,495
-29,799
Research and development expenses
3.2.7
-32,512
-38,393
Sales and marketing expenses
3.2.8
-20,110
-20,595
General and administrative expenses
3.2.9
-15,866
-16,236
Total operating expenses
-88,983
-105,023
Operating profit/loss for the year
-41,293
-47,047
Result of security enforcement transaction
3.2.11
131,694
Financial expense
3.2.11
-71,806
-21,179
Other financial results
3.2.11
2,317
3,489
Financial result, net
62,205
-17,690
Share in the result of joint venture
-700
-884
Impairment loss on joint venture
-2,005
Profit/Loss
for the year before taxes
18,207
-
65,621
Income taxes
3.2.28
170
240
Profit/Loss for the year after taxes
18,377
-65,381
Attributable
to owners of the Group
18,377
-
65,381
Earnings
per share
Basic and diluted earnings/loss per share
3.2.12
0.20
-1.08
BIOCARTIS ANNUAL REPORT 2023
3.1.2
Consolidated statement of comprehensive income
Years ended 31 December,
In EUR 000
Notes
2023 2022
Profit/Loss for the year
3.2.24
18,377
-65,381
Other
comprehensive income (loss), not to be reclassified to profit or loss:
Re-measurement gains and losses on defined benefit plan
-86
-385
Income taxes on items of other comprehensive income
25
114
Other comprehensive income (loss), that may be reclassified to profit and
loss:
Exchange differences on translation of foreign operations
-6
378
Total comprehensive loss for the year
18,311
-65,274
Attributable to owners of the Group
18,311
-65,274
BIOCARTIS ANNUAL REPORT 2023
3.1.3
Consolidated statement of financial position
As of 31 December,
In EUR 000
Notes
2023 2022
Assets
Non-current assets
Intangible assets
3.2.13
0
4,770
Property, plant and equipment
3.2.14
0
31,527
Financial assets
3.2.15
0
3,640
Investment in joint ventures
3.2.16
0
2,538
Other non-current assets
3.2.24
0
204
Deferred tax assets and R&D Investment tax credit
3.2.17
0
1,664
Current assets
0
44,343
Inventories
3.2.18
0
18,905
Trade receivables
3.2.19
18
16,697
Other receivables
3.2.19
378
2,236
Other current assets
3.2.20
0
5,971
Cash and cash equivalents*
3.2.21
645
26,125
1,041
69,934
Total assets
1,041
114,277
Equity and liabilities
Capital and reserves
Share capital
3.2.22
-220,293
-220,302
Share premium
3.2.22
639,186
631,722
Share based payment reserve
3.2.22
8,357
7,502
Accumulated deficit
3.2.22
-425,698
-443,363
Other comprehensive income
3.2.22
-831
721
-5,843
Total equity attributable to owners of the Group
-30,284
Non-current liabilities
Provisions
3.2.24
5
204
Borrowings and lease liabilities
3.2.25
0
25,824
Convertible debt
3.2.25
0
75,935
Deferred income
3.2.27
0
149
Current liabilities
5
102,112
Borrowings and lease liabilities
3.2.25
0
20,597
Trade payables
3.2.26
294
11,747
Deferred income
3.2.27
0
1,195
Other current liabilities
3.2.26
21
8,910
315
42,449
Total equity and liabilities
1,041
114,277
*Cash and cash equivalents for 31 December 2022 includes EUR 1.2 million restricted cash related to KBC Lease financing
BIOCARTIS ANNUAL REPORT 2023
3.1.4
Consolidated cash flow statement
BIOCARTIS ANNUAL REPORT 2023
Years ended 31 December,
In EUR 000
Notes
2023 2022
Operating activities
Profit/(Loss) for the year
18,377
-65,381
Adjustments
for
Depreciation and amortization
3.2.13/3.2.14
10,047
10,481
Impairment losses
3.2.7/3.2.14
2,928
1,178
Income taxes in profit and loss
3.2.29
-170
-240
Non cash movements related to convertible bond & convertible term loan
3.2.25
-2,269
Result of Security Enforcement due to restructuring***
3.2.11
-131,694
69,489
Financial result, net
3.2.11
17,690
Unrealized exchange gains/ losses
Net movement in defined benefit obligation
3.2.24
-145
-143
Share of net profit of associate and joint venture
3.2.16
700
884
Share based payment expense
3.2.23
855
640
Other
-167
-78
Changes in working capital
Net movement in inventories** ***
3.2.18
-1,945
-5,297
Net movement in trade and other receivables and other current assets***
3.2.19/3.2.17
3,247
1,579
Net movement in trade payables & other current liabilities***
3.2.26
-7,810
652
Net movement in deferred income
3.2.27
-
1,051
-791
Cash flow from operating activities before interest and taxes paid
-39,608
-38,826
Interest paid
-8,233
-6,027
Taxes paid
3.2.29
0
-2
Cash flow used in operating activities
-47,841
-44,855
Investing
activities
Interest received
456
6
Acquisition/disposal of property, plant & equipment**
3.2.14
178
-1,569
Acquisition of intangible assets
3.2.13
-114
-368
Divestment of subsidiaries cash conceded upon Security Enforcement***
-7,841
0
Investment in joint venture
3.2.16
0
-1,000
Investment convertible note
3.2.15
0
-2,500
Repayment convertible note
3.2.15
2,500
0
Cash flow used in investing activities
-4,821
-5,431
Financing activities
Proceeds from borrowings
3.2.25
53,050
15,000
Refinancing convertible bond and convertible term loan
3.2.25
37,009
10,782
Net proceeds from the issue of common shares, net of transaction costs
3.2.25
0
23,055
Repayment of borrowings
3.2.25
-62,720
-26,301
Bank charges
-53
-73
Cash flow from financing activities
27,286
22,463
Net
decrease in cash and cash equivalents
-25,376
26,125
-27,823
Cash
and cash equivalents at the beginning of the period
53,522
Effects of exchange rate changes on the balance of cash held in foreign
currencies
-104
426
Cash and cash equivalents at the end of the period*
645
26,125
*
Including EUR 1.2 million restricted cash related to KBC Lease financing on 31 December 2022
** Including Idylla instruments placed under reagent rental agreements that were held in inventory
on 31 December 2022
***
More information regarding the Security Enforcement can be found under chapter 3.2.1.2 “The
Security
Enforcement”
3.1.5
Consolidated statement of changes in equity
Share capital
Share
premium
Share based
payment
reserve
Other
comprehensiv
e income
Accumulated
deficit
Total equity
attributable
to the owners
of the Group
Total equity
In EUR 000
Notes
Balance as at 1 January 2022
-220,657
711,874
6,862
-5,572
-526,405
-33,897
-33,897
Loss for the period
640
-65,381
-65,381
-65,381
Re-measurement gains and losses on defined benefit plan
3.2.24
-271
-271
-271
Consolidation translation difference
378
378
378
Total comprehensive income
-271
-65,003
-65,274
-65,274
Share-based payment expense
3.2.23
640
640
Convertible bond conversion old bond
3.2.21
11
11
11
Convertible bond issue new bond
3.2.21
33,121
33,121
33,121
Capital increase by contribution in kind
3.2.21
-104,071
104,071
0
0
Share issue - contribution in kind 6 September 2022
3.2.21
8
992
1,000
1,000
Capital decrease by incorporation of accumulated losses 14 November 2022
3.2.21
-43,975
43,975
0
0
Share issue - rights offering 2 December 2022
3.2.21
336
24,773
25,108
25,108
Costs related to rights offering
3.2.21
-2,053
-2,053
-2,053
Share issue - conversion convertible term loan
3.2.21
2
240
242
242
Share issue - mandatory conversion convertible bond 16 December 2022
3.2.21
9
10,810
10,819
10,819
Balance as at 31 December 2022
-220,302
631,722
7,502
-5,843
-443,363
-30,284
-30,284
Balance as at 1 January 2023
-220,302
631,722
7,502
-5,843
-443,363
-30,284
-30,284
Profit/(Loss) for the period
855
18,377
18,377
18,377
Re-measurement gains and losses on defined benefit plan
3.2.24
-59
-59
-59
Consolidation translation difference
-6
-6
-6
Total comprehensive income
-59
18,370
18,311
18,311
Share-based payment expense
3.2.23
855
855
Convertible bond - Conversion new bond
3.2.21
6
7,225
7,231
7,231
Convertible term loan - Conversion
3.2.21
3
239
242
242
Result of Security Enforcement due to restructuring
3.2.21
5,071
-705
4,366
4,366
Balance as at 31 December 2023
-220,293
639,186
8,357
-831
-425,698
721
721
3.2 Notes to the consolidated financial statements
3.2.1
General information
3.2.1.1 GENERAL
Up until the date of the Security Enforcement
4
, Biocartis Group NV, a company incorporated in Belgium with registered
address at Generaal de Wittelaan 11 B, 2800 Mechelen, Belgium (the ‘Company’) controlled operating subsidiaries that
commercialized a proprietary molecular diagnostics (‘MDx’) platform.
The Company had established subsidiaries in Belgium (Biocartis NV), the United States of America (Biocartis Inc.) and Italy
(Biocartis SRL) as well as a joint venture in Hong Kong (China) (Wondfo-Cartis Ltd.).
Since the date of the Security Enforcement, Biocartis NV, Biocartis Inc. and Biocartis SRL ceased to be subsidiaries of the
Company. For sake of clarity, any reference in this document to the ‘Group’ shall, as of the date of the Security
Enforcement, not be deemed to include Biocartis NV, Biocartis Inc. and Biocartis Italy SRL.
The consolidated financial statements have been authorized for issue on 30 December 2024 by the board of directors of the
Company (the ‘Board of Directors’).
3.2.1.2 THE SECURITY ENFORCEMENT
On 25 September 2023, the Company has been informed of an agreement by and between the holders of the Company’s
4.5% Second Ranking Secured Convertible Bonds due 2026 (the "Bondholders") and the lenders under the Company's first
lien convertible term loan facility (jointly the Secured Creditors”) to enforce upon the Company's assets that were pledged
to such creditors (the "Security Enforcement").
Pursuant to the Security Enforcement that effectively occurred on 31 October 2023, all of the shares in Biocartis NV and
Biocartis US Inc., the subsidiaries through which the Company operated its entire European and US operations, along with
substantially all cash in the pledged accounts of, as well as pledged receivables owing to, the Company have been transferred
to an unlisted company owned by the Bondholders.
As a result of the Security Enforcement, the Company no longer has any operating activities, personnel or significant assets,
other than (i) a limited cash on balance and (ii) a 50% participation in WondfoCartis Ltd.
The Company’s shareholders have not received any distribution in the context of the Security Enforcement and are expected
to receive nothing upon liquidation (as the case may be) of the Company. The principal amount outstanding and accrued
interests in respect of the EUR 16 million unsecured 4.00% convertible bonds due 2027 (ISIN BE0002651322) have been
automatically written down to zero pursuant to their terms.
Prior to the Security Enforcement, an extensive process was undertaken by the Company's board of directors and
management to address the Company's and its former subsidiaries' leverage and liquidity position. Following that process,
it became evident that the difficult market conditions combined with the Company’s balance sheet and historic burn rate
made outside funding unattainable.
The difference between the result of the Security Enforcement in the consolidated income statement and the consolidated
cash flow statement relates to cash and cash equivalents. The cash movement from the deconsolidation of the former
subsidiaries is included in the net decrease in cash and cash equivalents.
Changes in working capital are also influenced by the Security Enforcement, there is a reclassification from the changes in
working capital to the result of the Security Enforcement.
The accounting treatment of the Security Enforcement consists of the derecognition of the assets and liabilities held by the
former subsidiaries of the Group and the debt held by Biocartis Group NV, as well as the recycling into P&L of related items
booked in accumulated deficit and other comprehensive income. The resulting impact of the Security Enforcement can be
summarized as follows:
4
This capitalized term shall, whenever used in this report, have the meaning as ascribed to such term in chapter 3.2.1.2 “The Security Enforcement”.
:In EUR 000
Non-current assets
Intangible assets
4,332
Property plant and equipment
26,766
Financial assets
1,140
Other non-current assets
269
Deferred tax assets and R&D Investment tax credit
1,934
34,441
Current assets
Inventories
18,293
Trade receivables
16,655
Other receivables
1,082
Other current assets
4,149
Cash and cash equivalents
7,841
48,020
Reserves
Accumulated deficit and other comprehensive income
4,368
4,368
Non-current liabilities
Provisions
-118
Borrowings and lease liabilities
-8,617
Deferred income
-142
-8,877
Current liabilities
Borrowings and lease liabilities
-14,635
Trade payables
-8,918
Deferred income - short term
-150
Other current liabilities
-4,399
-28,102
Net assets enforced with Security Enforcement
45,482
Debt liability due upon event of default
-181,544
Accumulated deficit and other comprehensive income recycled through P&L
4,368
Result of Security Enforcement (gain)/loss
-131,694
From the above table, it is also clear that the Security Enforcement and the resulting deconsolidation of subsidiaries
has led to changes in working capital items in the balance sheet that are not reflected in the cash flow statement
as ‘Changes in working capital’.
3.2.2
Summary of significant accounting policies
3.2.2.1 STATEMENT OF COMPLIANCE
The consolidated financial statements of the Group for the year ended 31 December 2023 have been prepared in accordance
with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB)
and as adopted by the European Union.
3.2.2.2 BASIS OF PREPARATION
In view of the Group no longer having any material operations pursuant to the Security Enforcement and in view of the
intention to propose the voluntary dissolution and liquidation of the Company to the Company's general shareholders'
meeting, the financials are prepared on a basis other than going concern.
The consolidated financial statements are presented in Euro (EUR) and all values are rounded to the nearest thousand
(EUR000), except when otherwise indicated.
The Group has adopted the following new and revised standards and interpretations issued by the IASB that are relevant to
its operations and effective for accounting periods beginning on 1 January 2023:
IFRS 17 Insurance Contracts
Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting Policies
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting
Estimates
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
Amendments to IAS 12 Income taxes: International Tax ReformPillar Two Model Rules (effective immediately
disclosures are required for annual periods beginning on or after 1 January 2023)
The above application of new standards did not have a significant impact on the financial position and the results of the
Group. Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2023,
are listed in note 3.2.34.5
3.2.2.3 CONSOLIDATION PRINCIPLES
The consolidated financial statements comprise the financial statements of the Company and entities controlled by the
Company as at 31 December 2023.
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Company has:
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the
investee)
Exposure, or rights, to variable returns from its involvement with the investee
The ability to use its power over the investee to affect its returns
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from
the effective date of acquisition and up to the effective date of disposal.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the
Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling
interest and other components of equity while any resulting gain or loss is recognized in profit or loss. Any investment
retained is recognized at fair value.
All transactions between Group companies have been eliminated upon consolidation.
3.2.2.4 FOREIGN CURRENCY TRANSLATION
The items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which each entity operates (‘Functional Currency’). The consolidated financial statements are
presented in Euro, which is the Company’s functional and presentation currency.
Transactions in foreign currencies are recorded at the foreign exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign exchange
rate prevailing at that date. Exchange differences arising on the settlement of monetary items or on reporting monetary
items at rates different from those at which they were initially recorded during the period or in previous financial statements,
are recognized in the consolidated income statement.
3.2.2.5 JOINT VENTURES
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint ventures)
have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about relevant activities require the unanimous consent of the parties sharing
control.
The results, assets and liabilities of joint ventures are incorporated in the Group’s consolidated financial statements using
the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for
in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an
investment in a joint venture is initially recognized in the consolidated statement of financial position at cost and adjusted
thereafter to recognize the Group's share of the profit or loss and other comprehensive income of the joint venture. When
the Group's share of losses of a joint venture exceeds the Group's interest in that joint venture (which includes any long-
term interests that, in substance, form part of the Group's net investment in the joint venture), the Group discontinues
recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal
or constructive obligations or made payments on behalf of the joint venture.
Any excess of the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the
cost of acquisition, after reassessment, is recognized immediately in profit or loss. Unrealized gains and losses resulting from
transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.
Where a Group entity transacts with a joint venture of the Group, gains and losses are eliminated to the extent of the Group’s
interest in the relevant associate or joint venture.
3.2.2.6 INTANGIBLE ASSETS
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed as incurred. Development costs incurred are recognized as intangible assets
if, and only if, all of the following conditions have been demonstrated:
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
The intention to complete the intangible asset and use or sell it;
The ability to use or sell the intangible asset;
How the intangible asset will generate probable future economic benefits;
The availability of adequate technical, financial and other resources to complete the development and to use or
sell the intangible asset; and
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
Due to uncertainties inherent to the development and registration with authorities of the Idyllaplatform and its tests (as
formerly owned by the Group), the Group considers that the conditions for capitalization are not met until the regulatory
procedures required by authorities have been completed. Development costs incurred after the recognition criteria are met
are in general not material. As such, development expenditure not satisfying the above criteria and expenditure in the
research phase of internal projects are recognized in the consolidated income statement as incurred.
SEPARATELY ACQUIRED INTANGIBLE ASSETS
Separately acquired intangible assets include patents and licenses, and purchased IT and software licenses. These intangible
assets are capitalized based on the costs incurred to acquire and bring to use the specific asset.
Intangible assets are amortized in accordance with the expected pattern of consumption of future economic benefits derived
from each asset. Practically, intangible assets are amortized on a straight-line basis over their estimated useful lives as per
the table below:
Estimated
useful life
Patents
Patent life
Licenses
3 to 20 years
ICT, software
3 to 5 years
Intangible assets are carried in the consolidated balance sheet at their initial cost less accumulated amortization and
impairment losses, if applicable.
3.2.2.7 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are initially recognized in the consolidated balance sheet at their acquisition cost, including
the costs directly attributable to the acquisition and the installation of the asset.
Each item of property, plant and equipment is recorded at historical cost less accumulated depreciation and impairment
losses, if applicable. A pro rata straight-line depreciation method is used to reflect the pattern in which the asset’s future
economic benefits are expected to be consumed. Practically the term over which items of property, plant and equipment is
depreciated depends on the estimated useful life of each asset category, as per the table below.
Estimated useful
life
ICT, laboratory and manufacturing equipment
3 to 7 years
Fittings and leasehold improvements
The shorter of
rent duration and
10 years
Idylla™ systems for internal use and Idylla™ systems for rent
5 years
Other
10 years
The Group records as manufacturing and other equipment under construction all the physical equipment, including custom-
designed equipment and generic pieces of equipment, and related costs, such as borrowing costs, certain specific
engineering expenses, incurred for their design, build-up and installation and validation costs, until it is ready for its intended
use. Manufacturing and other equipment under construction is carried at cost and is not depreciated until it is ready for its
intended use.
Normal maintenance and repair costs of property, plant and equipment are expensed as incurred. Other subsequent
expenses are capitalized, only when it is probable that future economic benefits associated with the items will flow to the
Group and the cost of the item can be measured reliably, such as the replacement of an identified component of an asset.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset
(calculated as the difference between the net proceeds from disposal and the carrying amount of the asset) is included in
the income statement when the asset is derecognized.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year-end and adjusted prospectively, if appropriate.
3.2.2.8 IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS, OTHER THAN GOODWILL
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its
value in use.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset.
A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine
the asset’s (CGU’s) recoverable amount since the last impairment loss was recognized. The reversal is limited so that the
carrying amount of the asset (CGU) does not exceed its recoverable amount, nor exceed the carrying amount that would
have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such
reversal is recognized in the consolidated income statement.
3.2.2.9 INVENTORY
Inventories are valued at the lower of cost and net realizable value. The cost of inventories is determined on a first in, first
out (FIFO) basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
the estimated costs necessary to make the sale.
Idyllasystems kept as inventory are held for expected commercialization, including systems placed at clients for demo
purposes or at customer sites under the Group’s Early Adaptor Program. On a regular basis a review of the aging of the
systems is performed in order to mitigate the obsolescence risk of the systems and to guarantee that the net realizable value
remains higher than the carrying amount.
3.2.2.10 FINANCIAL INSTRUMENTS
FINANCIAL ASSETS
The Group has financial assets classified in the following categories: financial assets at fair value (through OCI or through
P&L) and financial assets at amortized cost. The classification depends on the entity’s business model for managing the
financial assets and the contractual terms of the cash flows. Management determines the classification of its financial assets
at the time of initial recognition.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place are recognized on the settlement date, i.e., the date that an asset is delivered by or to an
entity.
Financial assets are initially measured at fair value. Transactions costs that are directly attributable to the acquisition of
financial assets (other than financial assets at fair value through profit or loss) are added to the fair value of the financial
assets, as appropriate, on initial recognition. Transactions costs directly attributable to the acquisition of financial assets at
fair value through profit or loss are recognized immediately in profit or loss.
AT AMORTIZED COST
Financial assets (such as loans, trade and other receivables, cash and cash equivalents) are subsequently measured at
amortized cost using the effective interest method, less any impairment if they are held for collection of contractual cash
flows where those cash flows represent solely payments of principal and interest.
The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts
(including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to
the net carrying amount on initial recognition.
Trade and other receivables after and within one year are recognized initially at transaction cost and subsequently measured
at amortized cost, i.e. at the net present value of the receivable amount, using the effective interest rate method, less
allowances for impairment.
AT FAIR VALUE
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity
instruments that are not held for trading, the Group has made an irrevocable election at the time of initial recognition of its
participation in MyCartis to account for the equity investment at fair value through other comprehensive income (FVOCI).
After initial measurement, the investment in equity instruments is subsequently measured at fair value with unrealized gains
or losses recognized in other comprehensive income and accumulated in reserves. As the Group’s management has elected
to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains
and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be
recognized in profit or loss as other income when the Group’s right to receive payments is established.
DERECOGNITION
A financial asset is primarily derecognized when the contractual rights to receive cash flows from the asset have expired or
when the owner of the asset transferred its rights to receive cash flows and substantially all the risk and rewards of ownership
of the financial asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of
ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an
associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership
of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized
borrowing for the proceeds received.
IMPAIRMENT OF FINANCIAL ASSETS
The Group assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at
amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit
risk. For trade receivables, the group applies the simplified approach permitted by IFRS 9 Financial Instruments, which
requires expected lifetime losses to be recognized from initial recognition of the receivables. The amount of the allowance
is deducted from the carrying amount of the asset and is recognized in the income statement.
FINANCIAL LIABILITIES
All financial liabilities are recognized initially at fair value net of directly attributable transaction costs. Up until the date of
the Security Enforcement, the Group’s financial liabilities included trade and other payables, borrowings, leases and
convertible bonds.
The Group has financial liabilities classified as financial liabilities measured at amortized cost. The Group’s (former)
outstanding convertible bonds were included on the balance sheet, based on the fair value at issuance.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the
effective interest rate method.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying
amount on initial recognition.
DERECOGNITION
The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they
expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and
payable is recognized in profit or loss.
CONVERTIBLE DEBT
The liability component of the Group’s (former) convertible bonds is measured at its fair value (i.e. discounting its contractual
cash flows using market benchmark rate and market credit spread for a similar debt) minus transaction costs that are
allocated to the host debt component and is accounted for at amortized costs.
EQUITY INSTRUMENTS
Equity instruments (e.g. share capital and employee warrant plans) issued by the Group are recorded at the fair value of the
proceeds received, net of transactions costs.
The equity component of the Group’s (former) convertible bonds is the embedded share conversion option. This component
is initially measured as the difference between the nominal amount of the convertible bond minus the initial fair value of the
liability component and the allocated transaction costs, and is not remeasured subsequently.
3.2.2.11 CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term bank deposits with a
maturity of or less than three months, and which are subject to an insignificant risk of changes in value.
3.2.2.12 INCOME TAXES
Income taxes include all taxes based upon the taxable profits of the Group including withholding taxes payable on transfer
of income from group companies and tax adjustments from prior years and deferred income taxes.
CURRENT TAX
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to calculate the amount are those that are enacted or substantively enacted, at
the reporting date in the countries where the Group operates and generates taxable income.
DEFERRED TAX
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognized for
all taxable temporary differences, except when the deferred tax liability arises from the initial recognition of goodwill or an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
Deferred tax assets are recognized for all deductible temporary differences, the carry-forward of unused tax credits and any
unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available
against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can
be utilized, except when the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
R&D INVESTMENT TAX CREDITS
Current IFRSs have no specific accounting principles with respect to the treatment of investment tax credits as these are
scoped out of IAS 20 Accounting for Government Grants and Disclosure of Government Assistance and IAS 12 Income Taxes.
As a result, the Group developed an accounting policy in accordance with IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors, whereby it opted to follow the analogy to IAS 12. In following that analogy, there will be immediate
recognition of an income tax credit and deferred tax asset when the Group satisfies the criteria to receive the credits. The
recognition of the income tax credit is accounted for in the income statement under the line ‘Income taxes’.
Recognized research and development tax credits in Belgium can be effectively repaid if a company has not been able to
offset the tax credit against the corporation tax for the last five consecutive tax years.
3.2.2.13 EMPLOYEE BENEFITS
SHORT-TERM EMPLOYEE BENEFITS
Short-term employee benefits include salaries and social security contributions, social taxes, paid vacation and bonuses.
They are recognized as expenses for the period in which employees perform the corresponding services. Outstanding
payments at the end of the period are shown as other current liabilities.
In light of the Security Enforcement, all employees employed by the Company were transferred to Biocartis NV. At the date
of the Security Enforcement, there were no more employees employed by Biocartis Group NV. For more information
regarding the Security Enforcement, we refer to chapter
3.2.1.2 “The Security Enforcement”.
POST-EMPLOYMENT BENEFITS
Due to the fact that the Belgian law prescribes that the employer would guarantee a minimum rate of return on the
contributions, such plans are classified as defined benefit plans under IFRS.
The cost of providing benefits is determined using the Projected Unit Credit (PUC) method, with actuarial valuations being
carried out at the end of each reporting period.
Re-measurement, comprising actuarial gains and losses, the effect of changes to the asset ceiling (if applicable) and the
return on plan assets (including interest), is reflected immediately in the statement of financial position with a charge or
credit recognized in other comprehensive income in the period in which they occur. Re-measurement recognized in OCI
(Other Comprehensive Income) is reflected immediately in retained earnings and will not be reclassified to P&L in subsequent
periods. Past service costs are recognized in profit or loss in the period of a plan amendment. Net interest is calculated by
applying the discount rate at the beginning of the period to the net defined benefit liability or asset.
Defined benefit costs are categorized as follows:
Service costs (including current service cost, past service cost, as well as gains and losses on curtailments and
settlements);
Net interest expense or income; and
Re-measurement gains and losses.
The Group presents the first two components of defined benefit costs in P&L. Curtailment gains and losses are accounted
for as past service costs.
The retirement benefit obligation recognized in the consolidated balance sheet represents the actual deficit in the Group's
defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits
available in the form of returns from the plans or reductions in future contributions to the plans.
SHARE-BASED PAYMENT ARRANGEMENTS
The Group operated equity-settled share-based payment plans. The fair value of the employee services received in exchange
for the grant of stock options is determined at the grant date using an appropriate valuation model (Black-Scholes Merton
model).
The total amount to be expensed over the vesting period, with a corresponding increase in the ‘share-based payment
reserve’ within equity, is determined by reference to the fair value of the stock options granted, excluding the impact of any
non-market vesting conditions (for example, profitability and sales growth targets). Non-market based vesting conditions are
included in assumptions about the number of stock options that are expected to become exercisable. At each reporting date,
the entity revises its estimates of the number of stock options that are expected to become exercisable. It recognizes the
impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity over
the remaining vesting period.
The proceeds received net of any directly attributable transaction costs are credited to share capital (par value) and share
premium when the stock options are exercised.
3.2.2.14 PROVISIONS
The Group recognized provisions when it has a present obligation, legal or constructive, as a result of past events, when it is
probable, defined as more likely than not, that an outflow of resources will be required to settle the obligation and when a
reliable estimate of the amount can be made.
Where the effect of the time value of money is material, the amount is the present value of expenditures required to settle
the obligation. Impacts of changes in discount rates are generally recognized in the financial result.
3.2.2.15 REVENUE RECOGNITION
Up until the date of the Security Enforcement, the Group recognized revenues from the sale of the Idyllaplatform, related
cartridges and services as well as revenues generated from collaboration arrangements in accordance with IFRS 15 Revenue
from contracts with customers.
IFRS 15 specifies how and when a company should recognize revenue and requires entities to provide users of financial
statements with more informative, relevant disclosures. The standard provides a single principles-based five-step model to
be applied to all contracts with customers as follows:
Identify the contract(s) with a customer
Identify the performance obligations in the contract
Determine the transaction price
Allocate the transaction price to the performance obligations in the contract
Recognize revenue when (or as) the entity satisfies a performance obligation
Transactions with customers and collaboration partners may have included multiple deliverables (performance obligations).
The Group evaluated whether the obligations towards its customers or collaboration partners are distinct on a stand-alone
basis or in the context of the contract. If the Group determined that multiple performance obligations exist, the transaction
price is allocated to each performance obligation based upon the best estimate of the stand-alone selling prices of each
obligation.
The Group recognized revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration the Group expects to be entitled to in exchange for those goods or services.
If the services rendered exceed the payment, accrued income is recognized. If the payments exceed the services rendered,
deferred income is recognized. The Group decided to keep old terminology; accrued income instead of contract asset and
deferred income instead of contract liability.
As of the Security Enforcement, there are no more revenues received by the Group. For more information regarding the
Security Enforcement, we refer to chapter 3.2.1.2 “The Security Enforcement”.
COLLABORATION REVENUE
Up until the date of the Security Enforcement, the Group provided multiple products or services to its customers as part of
a single collaboration arrangement, such as research, development, manufacturing, commercialization and licensing. Each
component of such arrangement is reviewed to assess if the component should be considered as a distinct performance
obligation within the context of the contract. If a performance obligation is considered to be distinct, then the revenue
related to it was accounted for separately from the other performance obligations; otherwise, it was combined with other
performance obligations until the Group identified a bundle of obligations that is distinct.
The amount of revenue recognized is the amount allocated to the satisfied performance obligation taking into account
variable consideration. The transaction price may include upfront (license) payments, milestone payments and/or
compensation for research and development services. Variable consideration that is considered in the transaction price
typically relates to milestone and royalty payments. The estimated amount of variable consideration is included in the
transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue
recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. As soon
as the uncertainty is resolved, the variable component of the transaction price (mainly milestone payments and success fees)
is included in the transaction price based on the appropriated timing of revenue recognition of the related performance
obligation. In certain situations, the Group may have received contingent payments after the end of its period of continued
involvement. In such circumstances, the Group would have recognized 100% of the contingent revenues when the
contingency is resolved and collection was reasonably certain. Royalty-based revenues were recognized when the royalty
was earned, or when the underlying goods or services were sold. Payment schedules differed from arrangement to
arrangement but no element of financing is deemed present. Therefore the transaction price is not adjusted for the effects
of a significant financing component.
Revenue linked to performance obligations relating to development work and e.g. clinical validation were recognized over
time as the services are rendered to the customer based on the progress over the activities, i.e. a rato the services performed.
In case of performance obligations relating to licensing intellectual property (IP), the Group assessed if it grants a right to
access the IP as it exists throughout the license period or a right to use the IP as it exists at the point in time at which the
license is granted. If the performance obligation was to grant a right to access, then the related revenue is recognized over
the license period; otherwise, it is recognized at a point in time, i.e. when the license period starts or when the customer
starts using the IP. The Group assessed if the license provided can be considered as being distinct in the context of the
contract. If not, the license would have to be bundled with the research and development services. All milestone payments
were development milestones and were considered to be distinct, hence recognized at a point in time. If one would conclude
that the license was not a distinct performance obligation, the receipt of a development milestone would have to be
recognized pro rata the completion of the research and development services to be provided under the agreement.
Unless up-front fees were paid in exchange for products delivered or services performed and, therefore, control over the
related services has been transferred to the buyer in a separate transaction, such fees were not recognized as revenue at a
point in time but rather over time (even if they are non-refundable) pro rata over the expected performance period under
each respective arrangement.
The Group made its best estimate of the period over which it expects to fulfil its performance obligations, which may include
technology transfer assistance, research and development activities, clinical, medical and regulatory activities,
manufacturing and commercialization activities.
Cost reimbursements resulting from collaboration agreements, or a similar type of compensation received for costs incurred
under R&D collaborations were recorded as R&D services as the related costs are incurred and upon agreement by the parties
involved. The corresponding expenses were generally recorded under research and development expenses. Revenues from
R&D Services were in general recognized over the duration of the collaboration agreement, if relevant subject to when the
required services were provided or costs were incurred.
License fees included technology access fees to the Idyllaplatform technology. A distinction was made between right to
use and right to access fees. Right to use fees are fees paid to use the IP as it exists when the license is granted, which means
that the revenue recognition will happen at a point in time. Right to access fees are fees paid to access IP throughout a
certain license period, which means that the revenue recognition will happen over time. A contingent consideration received
by the Group upon the achievement of a substantive milestone was recognized in its entirety in the period in which the
milestone was achieved. A milestone is defined as an event (i) that can only be achieved based in whole or in part either on
the entity’s performance or on the occurrence of a specific outcome resulting from the entity’s performance, (ii) for which
there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved, and (iii) that
would result in additional payments being due to the entity.
A milestone is substantive if the consideration earned from the achievement of the milestone is consistent with the Group's
performance required to achieve the milestone or the increase in value to the collaboration resulting from the Group's
performance, related solely to the Group's past performance, and is reasonable relative to all of the other deliverables and
payments within the overall collaboration arrangement.
As of the date of the Security Enforcement, no more collaboration revenues have been received by the Group. For more
information regarding the Security Enforcement, we refer to chapter 3.2.1.2 “The Security Enforcement”.
PRODUCT RELATED REVENUE
PRODUCT SALES
Up until the date of the Security Enforcement, Revenues from the sale of goods were recognized when the Group had
transferred control over the goods to a buyer according to the incoterms agreed with such customers, i.e. performance
obligation is satisfied at a point in time.
The transaction price (revenue) from the sale of goods is the amount of the consideration to which the Group expects to be
entitled in exchange for transferring the goods to the customer. This includes fixed amounts and variable amounts, such as
returns and allowances, trade discounts and volume discounts. The variable consideration was only recognized as part of
revenue to the extent it was highly probable that a significant reversal of revenue will not occur when the associated
uncertainty is subsequently resolved.
As of the Security Enforcement, there have been no further product sales by the Group. For more information regarding the
Security Enforcement, we refer to chapter 3.2.1.2 “The Security Enforcement”.
REAGENT RENTAL CONTRACTS
The Group also put its products available to customers under the form of an IdyllaReagent Rental Agreement whereby the
Group delivered the console and instruments, together the Idyllasystem, and the customer committed to purchase a
minimum required volume (consumption) of cartridges over a defined period. The price of the Idyllasystem was included
as a mark-up premium in the price of the cartridges and was as such received over the period when the cartridges are
purchased. Under these contracts the Group bundled the following elements together: the use of the Idyllasystem, the
servicing of the system and the consumption of Idyllacartridges. The use of the Idyllasystem was considered to be a
lease and therefore the consideration under the reagent rental agreement was allocated between the lease component and
the other components (servicing and consumption of Idyllacartridges) using a relative fair value approach.
Under these type of customer agreements, there was no binding cartridge volume commitment from the customer that
would result in a guaranteed full reimbursement of the Idyllasystems price over the term of these agreements. However,
there was a minimum annual consumption of cartridges indicated by the customer on the basis of which the mark-up
premium for the Idyllasystem usage was determined, ensuring a proper compensation for the usage of the Idyllasystem.
The minimum annual consumption of cartridges was evaluated at each reporting date. If the minimum indicated
consumption was not met, the Group had the right to increase the sales prices and/or the volume commitments for the
cartridges. The Group also had the right to terminate the agreement with a notice period if the minimum annual cartridge
consumption was not met, without any additional indemnity. The customer had the option to terminate the agreement at
any given time before the agreed contractual term with a notice period during which the customer would be required to
purchase or pay part of the agreed minimum annual cartridge commitment, in proportion to the notice period. No additional
indemnity would be required. Since the minimum purchase requirements were not contractually enforceable, the lease
component present in these contracts were generally considered as contingent payments. The price invoiced to customers
for an Idyllacartridge included a cost for the use of the Idyllasystem by the customer and the servicing thereof by the
Group. Customers were invoiced based on received sales orders for Idyllacartridges. Revenue allocated to the Idylla
cartridges was only recognized when the Idyllasystem was delivered to the customer and the customer obtained control
over the cartridges.
The significant risks and rewards for the Idyllasystems were not transferred to the customer at signing of the agreement.
The revenue of the cartridges, the Idyllasystems and servicing thereof were consequently recognized gradually when
cartridges were delivered to the customer.
As of the Security Enforcement, there have been no further reagent rental contracts held by the Group. For more information
regarding the Security Enforcement, we refer to chapter 3.2.1.2 “The Security Enforcement”.
REGULAR RENTAL CONTRACTS
The Group also rented out Idyllasystems, whereby the customer paid a regular rental fee for the temporary use of the
Idyllasystem since there was no transfer of ownership. Under this type of rental contracts, the Idyllasystem revenue was
considered as pure rental income and was recognized linearly over the term of the rental contract. Upon expiry of the rental
contract, the rented out Idyllasystems would return to the Group.
As of the Security Enforcement, there have been no further regular rental contracts held by the Group. For more information
regarding the Security Enforcement, we refer to chapter 3.2.1.2 “The Security Enforcement”.
SERVICE REVENUE
Under service revenue, the Group classified the revenue generated by service contracts as well as the revenue generated by
one-off repairs. Service revenue was recognized over time, linearly for capital sales and in line with the service contract term,
which included regular annual preventive maintenance. For reagent rental contracts the service revenue was also recognized
over time but in line with the cartridge consumption which equals the usage of the system.
As of the Security Enforcement, there have been no further service revenues received by the Group. For more information
regarding the Security Enforcement, we refer to chapter 3.2.1.2 “The Security Enforcement”.
3.2.2.16 GRANTS
Government grants were not recognized until there is reasonable assurance that the Group would comply with the conditions
attaching to them and that the grants would be received. Any outstanding receivables related to these grants were recorded
as grants receivable.
R&D GRANTS
On certain specific research and development projects, the costs incurred were partially reimbursed by IWT (Institute for the
Promotion of Innovation by Science and Technology in Flanders), the Flemish Agency for Innovation & Entrepreneurship
under its Strategic Transformation Support (‘STS’) program, the European Commission or other institutional funds. These
grants were recognized in profit or loss on a systematic basis over the periods in which the Group recognized as expenses
the related costs which the grants are intended to compensate. They are presented as other operating income.
INVESTMENT GRANTS
Grants from the STS program relating to investments in property, plant and equipment and intangible assets were
deducted from the cost of the related asset. The grants were recognized in profit or loss over the life of a depreciable asset
as a reduced amortization expense.
3.2.2.17 LEASES
Lease contracts as defined by IFRS 16 Leases, are recorded in the balance sheet, which leads to the recognition of an asset
representing a right-of-use of the asset leased during the lease term of the contract and a liability related to the payment
obligation.
The Group applied a single recognition and measurement approach for all lease, expect for short-term leases and leases of
low-value assets. The Group recognized lease liabilities to make lease payments and right-of-use assets representing the
right to use the underlying assets.
Leases of assets were held through the Company's former operating subsidiaries that were seized as part of the Security
Enforcement. Since the date of the Security Enforcement, there are no more leases of assets by the Group. For more
information regarding the Security Enforcement, we refer to chapter 3.2.1.2 “The Security Enforcement”.
RIGHT-OF-USE ASSETS
The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received. If there is no reasonable certainty that the Group will obtain ownership by the end of the lease term,
the right-of-use asset shall be fully depreciated over the shorter of the lease term and its useful life. The right-of-use assets
are also subject to impairment, refer to the accounting policies in note 3.2.2.8.
LEASE LIABILITIES
The corresponding liability to the lessor is included in the consolidated balance sheet as a financial liability. At the
commencement date of the lease, the Group recognizes lease liabilities measured at the present value of the lease payments
to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable
lease payments that depend on an index or a rate and amounts expected to be paid under residual value guarantees. The
lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and
payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the
event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in lease term, a change
in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such
lease payments) or a change in the assessment of an option to purchase the underlying asset.
SHORT-TERM LEASES AND LEASES OF LOW-VALUE ASSETS
The Group applies the short-term lease recognition exemption for leases that have a lease term of 12 months or less from
the commencement date. It also applies the lease of low-value assets recognition exemption for assets that have a value in
new of below EUR 5,000. Lease payments on short-term and low-value leases are recognized as expense.
3.2.2.18 BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an
entity incurs in connection with the borrowing of funds.
3.2.3
Critical accounting estimates, assumptions and judgments
3.2.3.1 CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS
When preparing the consolidated financial statements, judgments, estimates and assumptions are made that affect the
carrying amount of certain assets, liabilities, revenues and expenses. These include the going concern assessment, the
valuation of the share-based payment transactions, the valuation of employee benefits and actuarial assumptions underlying
such calculations and the revenue recognition for multiple element arrangements, upfront fees and reagent rental contracts.
These estimates and assumptions have been reviewed for each year and are reviewed on a regular basis, taking into
consideration past experience and other factors deemed relevant under the then prevailing economic conditions. Changes
in such conditions might accordingly result in different estimates in the Group’s future consolidated financial statements.
CRITICAL JUDGMENTS
GOING CONCERN
In view of the Group no longer having any material operations pursuant to the Security Enforcement and in view of the
intention to propose the voluntary dissolution and liquidation of the Company to the Company's general shareholders'
meeting, the financial statements have been prepared on a basis other than going concern. The financial statements include
the result of 10 months of revenues and expenses of the former operating subsidiaries of the Group. No accruals for the
anticipated costs of the liquidation are recognized, the cost will be recognized as effectively incurred. For more information
regarding the Security Enforcement, we refer to chapter 3.2.1.2 “The Security Enforcement”.
REVENUE RECOGNITION RELATING TO COLLABORATION ARRANGEMENTS
Assessing the indicators for revenue recognition under collaboration arrangements requires judgement to determine (i) the
nature of the contractual performance obligations and whether they are distinct or should be combined with other
performance obligations, and (ii) the pattern of transfer of each promised component identified in the contract, using
methods based on key assumptions such as forecasted costs and development timelines of the collaboration arrangements
for the assessment of satisfaction of the performance obligation.
For all performance obligations linked to licensing agreements, the Group makes an assessment about whether or not the
license is to be considered as a distinct performance obligation or not. The Group determines whether a promise to grant a
license of intellectual property is distinct from other promised goods or services in the contract. As such, the Group assesses
whether the customer can benefit from a license of intellectual property on its own or together with readily available
resources (i.e., whether it is capable of being distinct) and whether the Group’s promise to transfer a license of intellectual
property is separately identifiable from other promises in the contract (i.e., whether it is distinct in the context of the
contract). The assessment of whether a license of intellectual property is distinct is based on the facts and circumstances of
each contract, e.g. interdependencies between the license and other services in the contract, the continuing involvement of
the Group after the license has been granted.
If the transfer of the license is considered to be a separate performance obligation, revenue relating to the transfer of the
license is recognized at a point in time or over time depending on the nature of the license, i.e. granting a right to use the
intellectual property or the right to access the IP. Basically, the Group assesses whether the customer has the right to use
the intellectual property as it exists at a certain period in time or whether it has access to the intellectual property as it exists
at any time during the license period, where the latter requires more on-going activities from the Group.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
There are no major sources of estimation uncertainty as defined under IAS 1.125 in preparing these consolidated accounts.
3.2.3.2 OPERATING SEGMENTS
The segment information is represented in a consistent manner with the internal reporting to the executive management,
enabling decision making of allocating resources to the segment and evaluating financial performances of the segment.
Up until the date of the Security Enforcement, all of the Group’s activities related to Idyllaand as such there was only one
operating segment. The reporting to the key decision makers happens at the global level for the moment.
In addition, substantially all non-current assets of the Group are located in the country of domicile (Belgium) per 31
December 2023.
3.2.4
Revenue
The Group’s revenue recognized under IFRS 15 can be aggregated as follows:
Years ended 31 December,
In
EUR 000
2023
At a point in
time
2023
2022
Over time
Collaboration revenue
R&D services
0
8,941
8,941
10,505
License revenue
0
106
106
100
Milestones
0
0
0
463
Product
related revenue
0
9,047
9,047
11,068
IdyllaSystem Sales revenue
2,972
0
2,972
4,178
IdyllaSystem Rental revenue
3,262
0
3,262
4,994
Cartridge revenue
30,213
0
30,213
35,864
Service
revenue
36,447
0
36,447
45,036
IdyllaSystem Service revenue
1,303
590
1,893
1,377
1,303
590
1,893
1,377
Total
37,750
9,637
47,387
57,481
For details related to the movements in accrued and deferred income related to collaboration agreements, we respectively
refer to notes 3.2.20 and 3.2.27.
R&D service revenue is recognized over time as the services are rendered to the customer based on the progress over the
activities i.e. a rato the services performed. Over the reporting period, the majority of the collaborations for which revenues
were recognized, included a quarterly or monthly payment structure. Consequently, the Group recognized either an accrued
income or deferred income on the balance sheet over the course of the reporting period.
In general, customers do not have a right-of return and/or are entitled to refunds in the context of product related sales.
The below table corresponds to the revenue expected to be recognized in the future relating to (partially) unsatisfied
performance obligations. This table excludes potential future R&D service revenue of pending collaborations for which the
associated services are performed on an hourly invoicing basis (IFRS 15.121). All revenue related to the collaboration
agreements were generated by the Company's former operating subsidiaries that have been seized as part of the Security
Enforcement. More information can be found under chapter 3.2.1.2 “The Security Enforcement”.
In EUR 000
Expected revenue
Years ended 31
December,
2023 2022
2023
0
2,660
2024
0
1,259
2025
0
227
2026
0
0
After 2026
0
0
Total
0
4,146
The aggregate amount of the transaction price allocated to collaboration arrangements that are partially or fully
unsatisfied as at 31 December 2023 is EUR 0m.
3.2.4.1 SUMMARY OF COLLABORATION REVENUES
Below is a description of the main collaboration arrangements from which the Group generated revenue in 2023, for more
details on the accounting policy of collaboration revenue we refer to note 3.2.2.15.
BRISTOL-MYERS SQUIBB
Biocartis NV (which as of the date of the Security Enforcement is no longer part of the Group) and Bristol-Meyers Squibb
(BMS) have a collaboration under which one or more projects can be initiated in the area of MSI testing. In Q1 2019, a first
project agreement under the master collaboration agreement was signed with the objective to register the IdyllaMSI test
as a companion diagnostic with the US FDA. This project agreement was amended twice in the course of 2023, to change the
scope of certain work packages and related costs. In Q1 2020, another project agreement under the master collaboration
agreement was signed with the objective to register the IdyllaMSI test in the People’s Republic of China. The elements
included in these CDx agreements consists of milestone payments and R&D services. In Q4 2022, a third project agreement
was signed with the objective to register the IdyllaIDH2 CDx Assay as a companion diagnostic with the US FDA. This third
project was amended in Q3 2023 to account for some additional work to be performed by Biocartis.
Based on the contractual dispositions, we assessed the following:
The arrangement consists of the following performance obligations: development activities and services and the
supply of Idyllaassays and Idyllasystems.
The transaction price is currently composed of a fixed part, being quarterly installments and a variable part being
milestone payments. The variable component of the transaction price will only be included as revenue when the
related uncertainty is resolved.
The transaction price has been allocated to the different performance obligations based on the stand-alone selling
prices. The performance obligation related to development activities and services are recognized over the
estimated service period based on a pattern that reflect the transfer of the development activities. The milestone
payment will be treated as a change in transaction price as soon as the revenue constraint assessment is resolved.
The milestone payments will be allocated to the performance obligation. Performance obligations relating to the
supply of Idyllacomponents are satisfied at a point in time, when the control over development components
are transferred.
In relation to the collaboration agreement with BMS, the Group recognized R&D service revenues over time a rato to the
services performed up to the date of the Security Enforcement.
GENEPRODX
Biocartis NV (which as of the date of the Security Enforcement is no longer part of the Group) and GeneproDx have signed a
collaboration in Q4 2020, aimed at the development and commercialization of GeneproDx’s novel genomic test ThyroidPrint
on Biocartis’ rapid and easy to use molecular diagnostics platform Idylla. Upon commercialization of GeneproDx’s novel
genomic test ThyroidPrint, GeneproDx will make royalty payments to Biocartis based on net sales. Consequently, the
elements included in this agreement consist of upfront license revenue, R&D services and product related revenue.
Product revenue recognized under this agreement is shown under product related revenue as it relates to the placement of
Idyllasystems and cartridges.
Based on the contractual dispositions, we assessed the following:
The arrangement consists of the following performance obligations: license to use IP, development services and
the supply of Idyllaassays and Idyllasystems
The transaction price is currently composed of a fixed part, being the license fee and a variable part being the
royalty revenue and product related revenue.
The transaction price has been allocated to the different performance obligations based on the stand-alone
selling prices. The performance obligation relating to granting the right to use the IP is satisfied at a point in
time, i.e. at the start of the license period. Performance obligations relating to development activities and
services are satisfied over the estimated service period based on a pattern that reflects the transfer of the
development activities. The royalty-based revenues are recognized when the royalty is earned, or when the
underlying goods are sold. Performance obligations relating to the supply of Idyllacomponents are satisfied at
a point in time, when the control is transferred.
In 2023, the Group recognized R&D service revenue up to the date of the Security Enforcement. The recognized R&D service
revenue relates to the billing of fixed amounts for each hour of service.
ASTRAZENECA
Biocartis NV (which as of the date of the Security Enforcement is no longer part of the Group) and AstraZeneca UK Limited
signed a collaboration in Q2 2022, aimed at the development and validation of the Idylla EGFR Mutation Test as a
Companion Diagnostic (CDx) test for TAGRISSO®, as well as the use of the IdyllaEGFR Mutation Test for IUO testing in the
NeoADAURA trial. The project was entered pursuant to the In Vitro Diagnostics Master Collaboration Agreement, dated
November 27, 2019 between the Parties. The elements included in this agreement consist of milestone payments and R&D
services. The project agreement was amended in Q1 2023 to change the scope of certain work packages and related costs.
Based on the contractual dispositions, we assessed the following:
The arrangement consists of the following performance obligations: development activities and services and the
supply of Idyllaassays
The transaction price is currently composed of a fixed part, being quarterly installments and a variable part
being milestone payments. The variable component of the transaction price will only be included as revenue
when the related uncertainty is resolved.
The transaction price has been allocated to the different performance obligations based on the stand-alone
selling prices. The performance obligation related to development activities and services are recognized over
the estimated service period based on a pattern that reflect the transfer of the development activities. The
milestone payment will be treated as a change in transaction price as soon as the revenue constraint
assessment is resolved. The milestone payments will be allocated to the performance obligation. Performance
obligations relating to the supply of Idyllacomponents are satisfied at a point in time, when the control over
development components are transferred.
In 2023, the Group recognized R&D service revenue up to the date of the Security Enforcement. The recognized R&D service
revenue mainly related to the billing of fixed amounts for each hour of service.
3.2.4.2 REVENUES BY MAJOR COUNTRIES AND CUSTOMERS
Years ended 31 December,
In EUR 000
2023
2022
Country of domicile
496
582
Belgium
496
582
Total all foreign countries, of which
46,891
56,899
United States of America
9,880
16,317
China
1,589
1,885
Spain
4,707
4,464
France
3,298
4,794
Great Britain
4,818
5,503
Germany
3,764
4,323
Rest of the world
18,835
19,613
Total
47,387
57,481
Revenue in the above table is assigned according to the location of the Group or parent company of the customer.
In 2023 there was no customer representing 10% of the total recognized revenue, the 5 largest clients together represent
4% of the revenue. In 2022 there was no customer representing 10% of the total recognized revenue, the 5 largest clients
together represented 29% of the revenue.
3.2.5
Other operating income
Years ended 31 December,
In EUR 000
2023
2022
R&D
project support (VLAIO & IWT grants) 200 459
Other project grants (EU)
-
-
Other income
103
36
Total
303
495
Other income of EUR 0.1m related to grants received in connection with the development of the Idylla FLEX technology
that separates the generic components of an Idyllatest from the test-specific components. The IdyllaIDH1-2 Mutation
Assay Kit (RUO) was the first test developed using the IdyllaFLEX technology. The assay was launched among selected
customers in Q1 2023 and was made available for partnerships with pharmaceutical companies, clinical research
organizations and reference labs conducting research in the course of 2023.
3.2.6
Cost of sales
The cost of goods sold in relation to the product sales is as follows:
Years ended 31 December,
In EUR 000
2023
2022
Employee benefit expenses
-5,067
-8,315
Material, lab consumables & small equipment
-9,372
-13,242
Depreciation and amortization
-2,834
-4,150
Royalty expense
-1,186
-1,375
Facilities, office and other
-2,036
-2,717
Total
-20,495
-29,799
The cost of goods sold decreased by EUR 9.3m or 31% from EUR 29.8m in 2022 to EUR 20.5m in 2023.
3.2.7
Research & development expenses
Years ended 31 December,
In EUR 000
2023
2022
Employee benefit expenses
-19,721
-24,622
R&D consultancy & subcontracting
-4,306
-5,734
Laboratory and cartridge expenses
-575
-215
Quality, regulatory and intellectual property
-682
-520
Facilities, office & other
-2,171
-3,047
ICT
-345
-576
Travel, training & conferences
-357
-403
Depreciation and amortization
-4,355
-3,277
Total
-32,512
-38,393
Subcontracting includes expenses in relation to services provided by research and development providers such as services
related to the development of assay cartridges, instrument and console of the various diagnostic platforms, manufacturing
equipment design and engineering services.
Laboratory and cartridge costs include consumables and prototype costs related to the development of diagnostic platform
prototypes and assays.
The remaining expenses relate to quality, regulatory, patenting, building facilities, ICT, office, maintenance of equipment,
logistics, travel, training and conferences.
3.2.8
Sales & marketing expenses
Years ended 31 December,
In EUR 000
2023 2022
Employee benefit expenses
-10,853
-13,099
S&M consultancy & subcontracting
-269
-623
Sales and promotional expenses
-768
-854
Business development
-384
-860
Facilities, office & Other
-1,336
-1,248
Travel, training & conferences
-1,649
-2,087
Depreciation and amortization
-1,603
-1,529
Impairment of receivables
-3,248
-294
Total
-20,111
-20,595
Sales and promotional expenses relate to costs of external market research, advertisement, and promotional activities
related to the Group’s products. The impairment of receivables relates to the bad debt provision, on 31 December 2023, a
provision of 100% was taken into account for the receivable related to GeneproDx.
3.2.9
General & administrative expenses
Years ended 31 December,
In EUR 000
2023
2022
Employee benefit expenses
-8,355
-11,061
External advice
-2,041
-897
Facilities, office & other
-2,832
-1,825
Human resources
-1,221
-1,129
Travel, training & conferences
-319
-179
Depreciation and amortization
-1.097
-1,144
Total
-15,865
-16,236
External advice expenses include fees, service and consulting expenses related to legal, human resources, investor relations,
accounting, audit and tax services. Facilities, office & other include office, insurance and other miscellaneous expenses used
in general and administrative activities. The increase in facilities, office and other costs is mainly related to costs incurred
with regards to the Security Enforcement.
3.2.10
Employee benefit expenses
Years ended 31 December,
In EUR 000
2023
2022
Short term employee benefits
-42,775
-55,807
Post-employee benefit expense
-366
-530
Share-based payments
-855
-760
Total
-43,996
-57,097
Employee benefit expenses include payroll expenses of fixed employees, interim staff and consultants in a permanent
position. The employee benefit expenses amounted to EUR 44.0m in 2023 compared to EUR 57.1m in 2022, a year-over-year
decrease of 23% due to the Security Enforcement. More information regarding this transaction can be found under chapter
3.2.1.2 “The Security Enforcement”.
The average FTE can be presented as follows:
Years ended 31 December,
2023
2022
Operations staff
119
174
Research and development staff
178
197
Marketing and sales staff
91
94
General and administrative staff
68
81
Average full time equivalents
455
546
The average FTE equals the sum of the day-to-day FTE divided by the number of days. The average FTE’s in the table above
is calculated including fixed employees, interim staff and consultants. On 1 October 2023, all employees on the Company’s
payroll were transferred to Biocartis NV. For 2023, the calculation is based on the FTE’s at 31 October 2023. As a result of
the Security Enforcement, as of 31 October 2023, Biocartis NV, Biocartis US Inc and Biocartis Srl are no longer part of the
Group. More information regarding the Security Enforcement can be found under chapter 3.2.1.2 “The Security
Enforcement”.
3.2.11
Financial income and expense
Years ended 31 December,
In EUR 000
2023
2022
Result of security enforcement transaction
131,694
Interest expense
-17,613
-11,187
Other financial expense
-52,554
-61
Total
61,527
-11,248
Other financial result
678
-6,442
Total
678
-6,442
Financial result, net
62,205
-17,690
Net financial result increased to EUR 62.2m in 2023 compared to EUR -17.7m in 2022 and included the impact of the Security
Enforcement. The exercise of the Security Enforcement has triggered the calculation of redemption fees by the creditors of
the convertible term loan and the 2nd lien convertible bond. These redemption fees total to an amount of EUR 20.1m and
are included in other financial expenses. The debt was trued-up to represent the payable amount on the date of Security
Enforcement, this true-up amounts to EUR 32.0m and is also included in other financial expenses. More information
regarding this transaction can be found under chapter 3.2.1.2 “The Security Enforcement”.
Other financial result also consists of non-realized exchange gains and losses.
3.2.12
Earnings/Loss per share
The Group had stock option plans and convertible debt that may be settled in common shares of the Group and which are
considered anti-dilutive for 2022, given that the Group’s operations were loss making over the reporting period. As such, the
basic and diluted loss per share are equal.
Due to the Security Enforcement, any remaining dilutive instruments are no longer considered since the exercise of these
are no longer realistic. More information regarding this transaction can be found under chapter 3.2.1.2 “The Security
Enforcement”.
The basis for the basic and diluted earning/loss per share is the net gain/loss for the year attributable to the owners of the
Group.
Years ended 31 December,
2023
2022
Profit/loss
for the period attributable to the owners of the
Group
(in EUR 000)
18,377
-65,381
Weighted
average number of ordinary shares for basic and
diluted
earnings/loss per share (in number of shares)
93,586,965
60,546,465
Basic
and diluted earnings/loss per share (EUR) 0.20 -1.08
3.2.13
Intangible assets
The Group’s intangible assets comprise acquired patents, licenses and software. The carrying amounts for the periods
presented can be summarized as follows:
In EUR 000
Patents
and
licenses
ICT
software
Total
Year ended 31 December 2022
Opening net carrying value
4,997
70
5,067
Additions
241
128
368
Disposals
0
0
0
Disposal amortizations
0
0
0
Amortization expense
-579
-86
-665
Closing net carrying value
4,659
111
4,770
As at 31 December 2022
Cost
12,533
1,932
14,465
Accumulated amortization
-7,874
-1,822
-9,696
Closing net carrying value
4,659
111
4,770
Year
ended 31 December 2023
Opening net carrying value
4,659
111
4,770
Additions
114
0
114
Disposals
0
0
0
Disposal amortizations
0
0
0
Amortization expense
-495
-56
-551
Result of Security Enforcement
-4,277
-55
-4,332
Closing net carrying value
0
0
0
As at 31 December 2023
Cost
12,646
1,933
14,580
Accumulated amortization
-8,369
-1,879
-10,248
Result of Security Enforcement
-4,277
-55
-4,332
Net carrying value
0
0
0
Patents and licenses primarily include a number of technology licenses acquired by the Group from Philips in 2010 relating
to the platform Idyllaplatform. The carrying amount per 31 December 2023 is EUR 0 (2022: EUR 3.5m) due to the Security
Enforcement. More information regarding this transaction can be found under chapter 3.2.1.2 “The Security Enforcement”.
Amortization expense on intangible assets is shown in the income statement under research and development expenses.
3.2.14
Property, plant & equipment
The Group’s property, plant and equipment comprise ICT equipment, laboratory equipment, manufacturing equipment,
Idyllasystems for internal use, furniture and fixtures, leasehold improvements, other property and equipment, equipment
under construction, right-of-use assets and Idyllasystems for rent. The carrying amounts are as follows:
In
EUR 000
ICT
equipment
Laboratory
equipment
Manufacturing
equipment
Systems
for
internal
use
Furniture
and
fixtures
Leasehold
improvements
Other
property
and
equipment
Equipment
under
construction
Assets
held
under
lease
Systems
for rent
Right-of-use
assets
Total
Opening carrying
amount
251
738
2,915
1,206
230
266
0
206
0
7,006
24,374
37,192
Additions
56
135
805
323
17
85
0
5
0
3,163
723
5,313
Disposals
0
-11
0
-32
0
0
0
0
0
-2,476
-7,098
-9,616
Disposal
depreciation
0
7
115
15
0
0
0
0
0
1136
7,165
8,438
Depreciation
charge of the
period
-101
-321
-1,142
-517
-63
-75
0
0
0
-2,290
-5,307
-9,816
Transfer gross
carrying amount
0
0
0
0
0
0
0
0
0
0
0
0
Transfers
depreciations
0
0
0
0
0
0
0
0
0
0
0
0
Currency
translation gross
carrying amount
0
0
0
32
1
0
0
0
0
0
7
40
Currency
translation
depreciations
0
0
0
-17
0
0
0
0
0
0
-7
-24
Closing carrying
amount
206
548
2,693
1,011
186
275
0
211
0
6,540
19,857
31,527
As at 31
December 2022
Cost
2,096
3,426
12,024
6,455
844
3,057
29
211
0
12,724
40,722
81,588
Accumulated
depreciation
-1,890
-2,878
-9,330
-5,443
-658
-2,782
-29
0
0
-6,184
-20,866
-50,061
Carrying amount
206
548
2,693
1,011
185
275
0
211
0
6,540
19,856
31,527
Opening carrying
amount
206
548
2,693
1,011
185
275
0
211
0
6,540
19,856
31,525
Additions
67
54
118
96
179
6
0
5
0
3,093
2,028
5,646
Disposals
0
-89
-3
-185
0
0
0
0
0
-1,904
0
-2,181
Disposal
depreciation
0
77
0
164
0
0
0
0
0
1,016
0
1,258
Depreciation
charge of the
period
-61
-211
-1,753
-313
-60
-78
0
0
0
-1,929
-5,090
-9,496
In EUR 000
ICT
equipment
Laboratory
equipment
Manufacturing
equipment
Systems
for
internal
use
Furniture
and
fixtures
Leasehold
improvements
Other
property
and
equipment
Equipment
under
construction
Assets
held
under
lease
Systems
for rent
Right-of-use
assets
Total
Transfer gross
carrying amount
0
0
0
0
0
0
0
0
0
0
0
0
Transfers
depreciations
0
0
0
0
0
0
0
0
0
0
0
0
Currency
translation gross
carrying amount
0
0
0
4
5
0
0
0
0
0
8
17
Currency
translation
depreciations
0
0
0
-3
0
0
0
0
0
0
-1
-5
Result of Security
Enforcement
-212
-378
-1,055
-772
-308
-204
0
-216
0
-6,817
-16,801
-26,764
Closing carrying
amount
0
0
0
0
0
0
0
0
0
0
0
0
As at 31
December 2023
Cost
2,164
3,391
12,139
6,369
1,028
3,063
29
216
0
13,914
42,758
85,067
Accumulated
depreciation
-1,952
-3,012
-11,083
-5,596
-719
-2,859
-29
0
0
-7,096
-25,957
-58,304
Result of Security
Enforcement
-212
-378
-1,055
-772
-308
-204
0
-216
0
-6,817
-16,801
-26,764
Carrying amount
0
0
0
0
0
0
0
0
0
0
0
0
The most significant addition to Property, plant and equipment were predominantly related to manufacturing equipment,
right-of-use assets and capitalized Idyllasystems sold under reagent rental and similar agreements. These assets were held
by the Company's former operating subsidiaries that were seized in the framework of the Security Enforcement. More
information regarding the Security Enforcement can be found under chapter 3.2.1.2 “The Security Enforcement”.
The Right-of-use assets consist out of the following categories:
As of 31 December,
In EUR 000
2023
2022
Non-current assets
Right-of-use assets - buildings
0
8,434
Right-of-use assets - manufacturing equipment
0
9,596
Right-of-use assets - cars
0
1,769
Right-of-use assets - office furniture
0
5
Right-of-use assets - other
0
52
Total right-of-use assets
0
19,857
The table below provides a split of the depreciation charges by asset class:
In EUR 000
Years ended 31 December,
2023
2022
Depreciation expense per type right-of-use assets
Buildings
1,422
1,699
Manufacturing equipment
2,706
2,479
Cars
929
1,082
Office furniture
5
15
Other
27
33
Total depreciation expense
5,089
5,307
Up to the date of the Security Enforcement, the Group’s lease agreements, up to the Enforced Security Transaction, did not
include material residual value guarantees and/or material extension and termination options that could have a substantial
impact on the conducted lease measurement assessment. More information regarding this transaction can be found under
chapter 3.2.1.2 “The Security Enforcement”.
3.2.15
Financial participation
The Group held a convertible note from GeneproDx, with maturity date of 25 January 2023 (i.e. 2-year duration) and a coupon
of 10%. The convertible note from GeneproDx was issued early 2021 and was issued to the Group as payment for the license
granted by the Group to GeneproDx at the end of 2020, which was recorded in 2020 as a receivable under "other current
assets“. The convertible note is held by Biocartis NV, an operating subsidiary that was seized in the context of the Security
Enforcement. More information regarding this transaction can be found under chapter 3.2.1.2 “The Security Enforcement”.
The Group held a secured convertible loan from SkylineDx, with maturity date 7 June 2024 (i.e. 2-year duration). In 2022,
two tranches for a total of EUR 2.5m were drawn. In 2023, the Group received an early repayment of the full EUR 2.5m ,
including the interest payment of EUR 0.4m.
3.2.16
Investments in joint ventures
The Group holds an investment in one joint venture at the end of the reporting period:
Name of joint venture
Principal activity
Place of
incorporation
and operation
Proportion of ownership
interest and voting power
held by the Group
2023
2022
Wondfo-Cartis Ltd.
Commercialization
China
50%
50%
Wondfo-Cartis Ltd. was established in January 2019 for the commercialization of the Idyllaplatform. The Group’s net
investment decreases to EUR 2.0m in 2023. The joint venture is accounted for using the equity method in the consolidated
financial statements as set out in the Group’s accounting policies in note 3.2.2.5.
Summarized financial information of the joint venture is set out below. The summarized financial information below
represents amounts in the joint venture’s financial statements. They have been modified to reflect adjustments made by the
entity when using the equity method, including fair value adjustments and adjustments for differences in accounting policy,
but not adjusted for the Group’s share.
Summarized statement of financial position:
As of 31
December,
In EUR 000
2023
Non-current assets
3,518
Current assets
3,938
Total assets
7,456
Non-current liabilities
0
Current liabilities
217
Total liabilities
217
Summarized statement of comprehensive income:
In EUR 000
Year ended 31
December,
2023
Operating income
1,565
Operating expenses
-3,109
Financial result, net
145
Income taxes
0
Result of the year
-1,400
Other comprehensive income
0
Total comprehensive income
-1,400
Share in total comprehensive income
-700
Based on the above, the carrying amount of the investment in joint ventures presented in the consolidated statement of
financial position reconciles as follows:
As per 31 December 2021
2,344
Investments of the year
1,000
Share of the result of the year
-884
Share of the other comprehensive income
0
Dividends received
0
Elimination of unrealized gains and losses
78
Foreign exchange differences
0
As per 31 December 2022
2,538
Investments of the year
0
Impairment loss of the year
-2,005
Share of the result of the year
-700
Share of the other comprehensive income
0
Dividends received
0
Elimination of unrealized gains and losses
166
Foreign exchange differences
0
As per 31 December 2023
0
In Q2 2023, the board of directors of Wondfo-Cartis Ltd. had agreed to initiate a cost reduction plan to reduce the workforce
and cash burn of the joint venture, in view of the fact that the original intents of the joint venture have not been realized.
This cost reduction plan was completed by year-end 2023 and the workforce has been reduced from approximately 25 to 6
employees. Following the announcement of the Security Enforcement, Wondfo Biotech (HK) Co., Ltd. ("Wondfo"), the other
shareholder of Wondfo-Cartis Ltd., notified the Company on 27 October 2023 of its demand to wind-up the joint venture,
claiming that such announcement of the Security Enforcement constituted a breach under the shareholder agreement for
Wondfo-Cartis Ltd.
In Q1 2024, several lawsuits were started by ten distributors of the joint venture against Wondfo-Cartis Ltd., for alleged
breaches by Wondfo-Cartis Ltd of its distribution agreements with such distributors.
Any cash that would remain after potential payments to be made in the framework of the abovementioned lawsuits and the
liquidation of the joint venture would be distributed equally between its shareholders. However, due to the abovementioned
lawsuits and the expectation that any manufacturing equipment and Idylla inventory will not be able to be monetized, it is
unlikely that the liquidation of the joint venture will lead to any distribution of cash to the shareholders of the joint venture.
Based on this, an impairment of the full participation was posted for EUR 2.0m.
3.2.17
Deferred tax assets and R&D investment credit
Deferred taxes related to the long-term portion of investment tax credit on research and development and amount to EUR
0m per 31 December 2022 (2022: EUR 1.7m). Recognized research and development tax credits in Belgium can be effectively
repaid if a company has not been able to offset the tax credit against the corporation tax for the last five consecutive tax
years. The tax credit is included in the Security Enforcement. More information regarding this transaction can be found under
chapter 3.2.1.2 “The Security Enforcement”.
As of 31 December,
In EUR 000
2023
2022
Tax credit research and development
0
1,603
Other
0
62
Total
0
1,664
3.2.18
Inventories
The inventory can be summarized as follows:
In EUR 000
Per 31 December,
2023
2022
Inventory
Raw materials
0
5,617
Semi-finished products
0
1,446
Finished products
0
11,842
Total
0
18,905
Amount recognized as an expense
-20,495
-29,799
Finished products included cartridges and systems held for expected commercialization, including systems placed under trial
at customers under the Group’s early adaptor program.
As per 31 December 2022, EUR 2.0 m of the total inventory value was older than 12 months for which EUR 0.6m impairment
was recognized. The inventory was held by the Company's former operating subsidiaries that have been seized in the context
of the Security Enforcement. More information regarding this transaction can be found under chapter 3.2.1.2 “The Security
Enforcement”.
3.2.19
Trade and other receivables
Trade and other receivables are broken down as follows:
In EUR 000
As of 31 December,
2023
2022
Trade receivables
0
17,816
Allowance for doubtful receivables
0
-1,119
Total
0
16,697
As of 31 December,
2023
2022
VAT receivables
378
1,898
Tax credit research and development
0
318
Other receivables
0
20
Total
378
2,236
In 2022 an allowance for doubtful receivables was recorded for EUR 1.1m and no trade receivables were impaired. In 2023,
trade and other receivables are included in the Security Enforcement. More information regarding this transaction can be
found under chapter 3.2.1.2 “The Security Enforcement”.
The Group applies the simplified approach of IFRS 9 to measure expected credit losses using a lifetime expected loss
allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables have been
grouped based on shared credit risk characteristics (e.g. country) and the days past due. The expected loss rates are based
on the payment profiles of receivables over a period of 12 months before 31 December 2022 or 1 January 2022 respectively
and the corresponding historical credit losses experienced within this period. Based on this, the Group concluded that
historical losses are very limited considering the high credit quality of the partners with whom the Company is working.
In 2022, a short-term tax credit of EUR 0.3m on research and development has been recognized in other receivables as this
portion of the tax credit is to be received by the Group since it has not been able to offset that portion of the tax credit
against the corporation tax for the last five consecutive tax years.
Other receivables included VAT receivables and amongst others amounts recorded for the government capital grant by STS
Strategic Transformation Support) related to the investments in the second cartridge manufacturing facilities in Mechelen.
In 2023, Biocartis Group NV had a VAT receivable of EUR 0.3m.
3.2.20
Other current assets
Other current assets are broken down as follows:
As of 31 December,
In EUR 000
2023
2022
Accrued
grant income 0
601
Accrued collaboration income
0
565
Other accrued income
0
29
Deferred charges
0
4,775
Total
0
5,971
Other current assets included accrued income mainly related to Flemish government grants for EUR 0.6 m in 2022. The Group
evaluates continuously if it fulfils the specific conditions as per specific grant agreements to justify that none of the grants
receivables are to be impaired. The other current assets were held by Biocartis NV, a former operating entity of the Company
that was seized in the context of the Security Enforcement. More information regarding the Security Enforcement can be
found under chapter 3.2.1.2 “The Security Enforcement”.
For more details on the revenues and collaboration agreements, please see note 3.2.4. Accrued collaboration income
includes upfront payments from collaboration partners in relation to amongst others strategic licensing, development and/or
commercialization collaborations.
Deferred charges of 2022 also included costs related to the new convertible term loan and the new 4.5% convertible bonds,
which were to be capitalized in 2023 in conjunction with the second drawdown of the convertible term loan for EUR 12m
and the funding of the newly subscribed 4.5% convertible bonds for a total of EUR 25m.
Accrued
collaboration
income
As per 31 December 2021
75
Invoiced
-391
Recognized
in profit or loss 880
As
per 31 December 2022 565
Invoiced
-490
Recognized in profit or loss
219
Result
of Security Enforcement -293
As
per 31 December 2023 0
3.2.21
Cash and cash equivalents
The cash and cash equivalents are as follows:
Per 31 December,
In EUR 000
2023
2022
Cash and cash equivalents
645
24,925
Cash at bank and on hand
Total cash and cash equivalents
645
24,925
Total restricted cash
0
1,200
Total cash and cash equivalents for cash flow purposes
645
26,125
The restricted cash related to a deposit on a debt service reserve account as a security for the lease of the Idyllacartridge
manufacturing lines. Other than EUR 0.645 m held by the Company, cash and cash equivalents held by the Company's former
operating subsidiaries transferred as part of the Security Enforcement. More information regarding the Security Enforcement
can be found under chapter 3.2.1.2 “The Security Enforcement”.
3.2.22
Share capital
ISSUED SHARE CAPITAL
As of 25 November 2014, the Company became the parent company and reporting entity of the Group. Previous to that date,
Biocartis SA was the parent company and reporting entity.
The table below summarizes the share capital and the outstanding shares of the Company as at 31 December 2021, 31
December 2022 and 31 December 2023. The shares are fully paid-up shares.
The number of issued and outstanding shares and the corresponding share capital is as follows:
Biocartis Group NV
Number of
common
shares issued
and
outstanding
Legal share
capital in
EUR000
Historical
share capital
adjustment
EUR000
Total share
capital in
EUR000
At
31 December 2021 57,545,663 575 -
221,232
-220,657
Share issue - contribution in kind 6 September 2022
810,734
8
8
Capital increase by contribution in kind
228,234
Share issue - rights offering 2 December 2022
33,476,932
336
336
Share issue - conversion convertible term loan
2
2
Share issue - mandatory conversion convertible bond 16
December 2022
928,136
9
9
At 31 December 2022
92,989,699
931
-221,232
-220,302
Share issue - contribution in kind 23 January 2023
112,338
1
1
Share issue - conversion convertible bond 20 February
2023
803
Share issue - conversion convertible bond 21 February
2023
810
Share issue - conversion convertible bond 2 March 2023
812
Share issue - contribution in kind 18 April 2023
187,068
2
2
Share issue - conversion convertible bond 25 April 2023
178,403
1
1
Share issue - conversion convertible bond 8 June 2023
89,701
1
1
Share issue - conversion convertible bond 23 June 2023
113,342
1
1
Share issue - conversion convertible bond 27 June 2023
242,934
2
2
At 31 December 2023
93,915,910
939
-221,232
-220,299
VOTING RIGHTS
Each share gives the holders thereof the right to one vote. The shares are indivisible in respect of the Company and the
Company only recognizes one owner per share as regards the exercise of the voting rights.
DIVIDENDS
The Company has not declared or paid any dividends on its shares. In light of the Security Enforcement and the anticipated
liquidation of the Company, the board of directors does not expect any earnings, and does not anticipate paying any
dividends to the shareholders.
3.2.23
Share based payments
In light of the Security Enforcement and the anticipated liquidation of the Company, it is expected that none of the options
issued by the Company in the past can still be executed. More information regarding the Security Enforcement can be
found under chapter 3.2.1.2 “The Security Enforcement”.
The table below provides an overview of the movement in stock options since 31 December 2020:
2013
Plan
2015 Plan
2017 Plan
2018
Plan
2020
Plan
2020B
Plan
Total
2023 Plan
Total outstanding at
31 December 2021
174,000
210,052
1,151,898
531,869
682,601
860,000
0
3,610,420
Options granted
from remaining pool
of prior year
0
0
0
0
222,000
0
222,000
Options exercised 0 0 0 0 0 0
0
Options forfeited -23,104
-69,988 -1,151,898 -61,758 -56,502 0
-1,363,250
Options cancelled 0
0
0
0
0
0
0
Total outstanding at
31 December 2022
150,896
140,064
0
470,111
626,099
860,000
0
2,247,170
Options granted
and accepted
3,786,215
3,786,215
Remaining pool
4,513,785
4,513,785
Options exercised
Options forfeited
-10,000
-170,875 -433,435 -540,000 -3,786,215 -2,173,218
Options cancelled
-12,160
-434
-102,676
-320,000
-115270
End of contract
-138,736
-138,736
Total outstanding at
31 December 2023
0
129,630
0
299,236
89,988
0
4,513,785
5,032,639
*Remaining pool are share options created under the plan which have not (yet) been granted and accepted by any beneficiary, and which have not been
cancelled for any reason
2013 PLAN
The 2013 Plan is a dilutive option plan, implying that new shares are issued upon the exercise of the respective stock options.
A maximum of 1,000,000 shares can be issued to employees, consultants and management of the Group, of which 987,840
options were granted per 31 December 2023. In 2023, 12,160 options (that were not yet granted and were part of the
remaining pool) were cancelled. The remaining options reached the end of the contractual period and are therefore no
longer outstanding per 31 December 2023.
The weighted average remaining contractual life is 2.01 years. The key terms of the 2013 Plan were:
Options have the form of warrants of the Company
Options are granted for free
Exercise price: the board of directors determines the exercise price when the stock options are granted to a
selected participant.
Granted stock options only become exercisable after vesting and can only be exercised during the full remaining
lifetime of the stock options and then only during the following periods:
As of 16 March until 31 March
As of 16 September until 30 September
And as of 1 December until 15 December
Option term: 10 years after the creation of the plan (expiry is in 2023) but upon grant of the option contractually
reduced to 7 years.
Vesting: time based vesting over 4 years (on a monthly basis; that is 1/48 per month), subject to acceleration in
case of a change of control event. There are no unvested warrants left under the 2013 plan.
The fair value of each option is estimated on the date of grant using the Black & Scholes model with the following
assumptions:
Grants 2013
Grants July
2014
Grants
November
2014
Grants August
2015
Grants July
2017
Grants
December
2017
Number
of warrants granted
680,340
20,000
20,000
30,000
50,000
187,500
Number of warrants not vested at 31/12/2023
0
0
0
0
0
0
Exercise
price EUR
9.35
EUR
9.35
EUR
8.13
EUR
13.28
EUR
10.44
EUR
12.14
Expected dividend yield
0
0
0
0
0
0
Expected stock price volatility
25%
30%
30%
31%
36%
35%
Risk-free interest rate
0.7%
0.2%
0.1%
0.1%
0.3%
0.2%
Expected
duration 3.5
years
2.8
years
2.6
years
2.3
years
3.5
years
3.5
years
Forfeiture rate
0%
0%
0%
0%
0%
0%
Fair value
EUR 1.78
EUR 1.87
EUR 1.56
EUR 2.70
EUR 2.53
EUR 2.80
The weighted average risk-free interest rates used are based on government bond rates at the date of grant with a term
equal to the expected life of the options. The stock price volatility is determined by reference to the Nasdaq Biotech Index
(NBI).
In light of the Security Enforcement, the anticipated liquidation of the Company, and the suspension of the trade in shares
of Biocartis on Euronext Brussels, it is expected that none of the vested options issued by the Company in the past will still
be executed.
2015 PLAN
On 15 January 2015, an option plan was established, pursuant to which 217,934 options were issued. This plan was cancelled
by the general shareholders’ meeting of the Company on 13 April 2015 and replaced on the same date by a new stock option
plan (the ‘2015 Plan’), enabling the Company to grant a maximum of 262,934 stock options (each stock option having the
form of a warrant) to selected staff members (consisting of employees, consultants and members of the management) and
directors. The 2015 Plan is a dilutive option plan, implying that new shares are issued upon the exercise of the respective
stock options. In 2023, no options were granted, no options were exercised, 10,000 options were forfeited and 434 options
(that were not yet granted and were part of the remaining pool) were cancelled. A total of 129,630 options are still
outstanding per 31 December 2023 and the weighted average remaining contractual life is 1.3 years. The key features of the
stock options under the 2015 Plan are as follows:
Options have the form of warrants of the Company
Options are granted for free.
Exercise price: The board of directors shall determine the exercise price at the time of the grant of the stock
options, based upon the stock exchange price of the underlying shares at the time of the grant or an average
price calculated over a previous period.
Option term: the stock options have a term of 10 years when they were created, but this term will be
contractually reduced to seven years.
Vesting: time based vesting over 4 years (on a monthly basis; that is 1/48 per month), subject to acceleration in
case of a change of control event. There are no unvested warrants left under the 2015 plan.
The fair value of each option is estimated on the date of grant using the Black & Scholes model with the following
assumptions:
Grants 2015
Grants
January
2016
Grants
March 2016
Grants May
2016
Grants
August 2016
Grants
November
2016
Grants May
2017
Grants May 2018
Number of
warrants
granted
72,500
10,000
62,500
15,000
10,000
62,500
15,000
15,000
Number of
warrants
not
vested
at
31/12/2023
0
0
0
0
0
0
0
0
Exercise price
EUR 13.28
EUR 12.77
EUR 11.52
EUR 9.72
EUR 7.25
EUR 8.50
EUR 10.27
EUR 12.73
Expected dividend
yield
0
0
0
0
0
0
0
0
Expected stock
price
volatility
31%
34%
36%
36%
38%
38%
37%
35%
Risk-free interest
rate
0.5%
0.8%
0.4%
0.4%
0.7%
0.9%
0.5%
-
0.4%
Expected duration
3.4 years
4.6 years
4.6 years
4.5 years
4.4 years
4.2 years
3.9 years
4 years
Forfeiture rate
0%
0%
0%
0%
0%
0%
0%
0%
Fair value
EUR 3.29
EUR 3.85
EUR 4.13
EUR 2.08
EUR 2.52
EUR 2.74
EUR 3.19
EUR 3.37
The weighted average risk-free interest rates used are based on government bond rates at the date of grant with a term
equal to the expected life of the options. The stock price volatility is determined by reference to the Nasdaq Biotech Index
(NBI).
In light of the Security Enforcement, the anticipated liquidation of the Company, and the suspension of the trade in shares
of Biocartis on Euronext Brussels, it is expected that none of the vested options issued by the Company in the past will still
be executed.
2017 PLAN
On 11 September 2017, a warrant plan was established pursuant to which 1,340,000 warrants were issued and granted to
Herman Verrelst, who was then chief executive officer of the Company. The 2017 Plan is a dilutive option plan, implying that
new shares are issued upon the exercise of the respective warrants. There are no outstanding warrants left in the 2017 plan.
The key features of the warrants under the Warrant plan 2017 were as follows:
Warrants are granted for free.
Exercise price: EUR 9.92.
Warrant term: determined at the time of the grant of the warrants.
Vesting: 50% of the warrants will vest over a period of four years (12.5% of the warrants will vest on each of the
first four anniversary dates of the date of grant), while the other 50% of the warrants will vest if and to the
extent of the CEO achieving certain objective and verifiable key performance indicators. There are no unvested
warrants left under the 2017 Plan.
The fair value of each option is estimated on the date of grant using the Black & Scholes model with the following assumption
Grants
December 2017
Number
of warrants granted 1,340,000
Number
of warrants not vested at 31/12/2023 0
Exercise
price EUR 9.92
Expected
dividend yield 0
Expected
stock price volatility 32%
Risk
-free interest rate -0.3%
Expected
duration 2.5 years
Forfeiture
rate 0%
Fair
value EUR 2.14
In light of the Security Enforcement, the anticipated liquidation of the Company, and the suspension of the trade in shares
of Biocartis on Euronext Brussels, it is expected that none of the vested options issued by the Company in the past will still
be executed.
2018 PLAN
On 10 September 2018, a warrant plan was established by the board of directors pursuant to which 1,335,426 warrants were
issued, enabling the Company to grant a maximum of 1,335,426 warrants to selected staff members (consisting of
employees, consultants and members of the management) and directors. In 2023, no warrants were granted, no warrants
were exercised and 170,875 warrants are forfeited. The key features of the warrants under the Warrant plan 2018 are as
follows:
Each warrant can be exercised for one share.
Warrants are granted for free.
The warrants have a term of ten years when they were created, but this term is contractually reduced to seven
years.
The exercise price of the warrant is determined at the time of the grant of the warrants.
Vesting is time-based between 1 and 3.5 years. There are no unvested warrants left under the 2018 Plan.
The fair value of each option is estimated on the date of grant using the Black & Scholes model with the following
assumptions:
Grants 2018
Grants May
2019
Grants
October 2019
Grants
December
2019
Number of warrants granted
273,900
97,500
116,050
65,000
Number of warrants not vested at 31/12/2023
0
0
0
0
Exercise price
EUR 1.95
EUR 11.93
EUR 6.48
EUR 6.05
Expected dividend yield
0
0
0
0
Expected stock price volatility
34%
35%
39%
40%
Risk-free interest rate
-0.3%
-0.6%
-0.7%
-0.6%
Expected duration
3.5 years
3.2 years
3.5 years
3.5 years
Forfeiture rate
0%
0%
0%
0%
Fair value
EUR 3.11
EUR 2.34
EUR 1.46
EUR 1.24
In light of the Security Enforcement, the anticipated liquidation of the Company, and the suspension of the trade in shares
of Biocartis on Euronext Brussels, it is expected that none of the vested options issued by the Company in the past will still
be executed.
2020 PLAN AND 2020B PLAN
In April 2020, two new warrant plans were established by the board of directors, pursuant to which a total of 1,556,976
warrants were issued, enabling the Company to grant these warrants to selected staff members and directors. In 2023 no
warrants were granted for the 2020 and 2020B plan. For the 2020 plan, 406,959 options were forfeited and 102,676 options
were forfeited, 116,464 options are still outstanding per 31 December 2023. For the 2020B plan, 860,000 options were
forfeited, there are no more remaining options outstanding.
The main characteristics of the share options are as follows:
Each warrant can be exercised for one share.
Warrants are granted for free.
The exercise price per share option is at least equal to the average closing price of the Company’s share on
Euronext Brussels during the thirty (30) day period prior to the date of grant.
The share options in principle have a contractual term of seven (7) years and are subject to a cliff-vesting of
minimum three (3) years. In accordance with the terms and conditions of the 2020 Plan and 2020B Plan, all
warrants that were not vested on or prior to the date of the Security Enforcement have become null and void.
The fair value of each option is estimated on the date of grant using the Black & Scholes model with the following
assumptions:
2020B Plan
2020B
Plan
2020 Plan
2020 Plan
2020 Plan
2020 Plan
2020 Plan
Grant April
2020
Grant
April 2021
Grant May
2020
Grant
September 2020
Grant
November 2020
Grant
April 2021
Grant
March
2022
Number
of warrants granted
450,000
90,000
50,000
110,800
65,000
145,000
222,000
Number of warrants not
vested
at 31/12/2023
00
0
0
677
938
4,688
14,688
Exercise price
EUR 4.18
EUR 4.45
EUR 4.81
EUR 4.81
EUR 4.53
EUR 4.45
EUR 2.75
Expected dividend yield
0
0
0
0
0
0
0
Expected
stock price volatility
43%
43%
43%
43%
44%
44%
42%
Risk-free interest rate
-0.5%
-0.6%
-0.5%
-0.7%
-0.7%
-0.6%
0.4%
Expected duration
3.5 years
3.5 years
3.5 years
3.5 years
3.5 years
3.5 years
3.5 years
Forfeiture rate
0%
0%
0%
0%
0%
0%
0%
Fair value
EUR 1.74
EUR 1.39
EUR 1.49
EUR 1.46
EUR 1.51
EUR 1.39
EUR 0.53
In light of the Security Enforcement, the anticipated liquidation of the Company, and the suspension of the trade in shares
of Biocartis on Euronext Brussels, it is expected that none of the vested options issued by the Company in the past will still
be executed.
2023 PLAN
On 24 February 2023, a warrant plan was established by the board of directors pursuant to which 8,300,000 warrants were
issued, enabling the Company to grant a maximum of 8,300,000 warrants to selected staff members (consisting of
employees, consultants and members of the management) and directors. In 2023, 3,786,215 warrants were granted and
1,018,908 were forfeited.
The key features of the warrants under the Warrant plan 2023 are as follows:
Each warrant can be exercised for one share.
Warrants are granted for free.
The exercise price per share option is at least equal to the average closing price of the Company’s share on
Euronext Brussels during the thirty (30) day period prior to the date of grant.
The share options under the Share Option Plan 2023 have a term of ten years (unless contractually reduced in
the offer to a beneficiary), are generally not transferable and can in principle not be exercised prior to the first
day of the fourth calendar year following the calendar year in which the offer of share options is made to a
beneficiary. The share options of the members of the executive management will vest on the third anniversary
of the date of offer, while the share options of the personnel members will in principle vest gradually over a
period over approximately four years unless decided otherwise. In accordance with the terms and conditions of
the 2023 Plan, all warrants that were not vested on or prior to the date of the Security Enforcement have
become null and void.
Grants
February
2023
Grants April
2023
Number of warrants granted
3,586,215
200,000
Number of warrants not vested at 31/12/2023
2,567,307
200,000
Exercise price
EUR 0.66
EUR 0.65
Expected dividend yield
0
0
Expected stock price volatility
47%
47%
Risk-free interest rate
2.9%
2.8%
Expected duration
3.5 years
3.5 years
Forfeiture rate
0%
0%
Fair value
EUR 0.23
EUR 0.23
In light of the Security Enforcement, the anticipated liquidation of the Company, and the suspension of the trade in shares
of Biocartis on Euronext Brussels, it is expected that none of the vested options issued by the Company in the past will still
be executed.
ACCOUNTING FOR SHARE-BASED PAYMENT
The shared-based compensation expense recognized in the income statement as such is given below:
Years ended 31 December,
In EUR 000
2023
2022
Share based compensation
855
640
Total
855
640
3.2.24
Defined benefit plans
The Defined Benefit plans were calculated via the application of the Projected Unit Credit (PUC) method as from 2016. No
change in calculation method in the present year.
Per 31 December 2023, the Defined Benefit plans reflected a net liability and are therefore reported under ‘Provisions’ in
the consolidated statement of financial position. Defined benefit plans held by the Company's former operating subsidiaries
were transferred as part of the Security Enforcement. More information regarding the Security Enforcement can be found
under chapter 3.2.1.2 “The Security Enforcement”.
Years ended 31 December,
In EUR 000
2023
2022
Defined benefit obligation
6,791
6,306
Plan assets
-6,673
-6,102
Result of Security Enforcement
-118
Provision for taxations
5
Total
5
204
The Group has used an independent actuary to calculate the defined benefit liability and they provided the following
disclosures.
The analysis of the change in the net liability is as follows:
Net defined
benefit liability
As per 31 December 2021
75
Service cost
530
Pension expense/income
-1
Company contributions
-786
Actuarial gains/losses
385
As per 31 December 2022
204
Service cost
366
Pension expense/income
4
Company contributions
-539
Actuarial gains/losses
84
Result of Security Enforcement
-118
As per 31 December 2023
0
The principal assumptions used for the purpose of the actuarial valuation are as follows:
Years ended 31 December,
In EUR 000
2023
2022
Discount rate
3.48%
3.42%
Minimum guaranteed interest rate
1.75%
1.75%
The Group has performed a sensitivity analysis taking into account a possible change in the discount rate by 0.5%. The impact
of the sensitivity analysis on the net liability is as follows:
2023
2022
Discount rate +0,5%
-5
-10
Discount rate -0,5%
0
11
The plans assets are fully invested in assurance contracts with a guaranteed return, in terms of risk category these can be
best described as bonds.
3.2.25
Financial liabilities
The financial liabilities are summarized as follows:
Years ended 31 December,
In EUR 000
2023
2022
Lease liability
0
9,051
Bank borrowings
0
0
Convertible debt
0
9,293
Convertible term loan
0
15,838
2nd lien secured convertible debt
0
66,642
Convertible term loan embedded derivative
0
934
Total non-current
0
101,759
Lease liability
0
5,597
Bank borrowings
0
15,000
Total current
0
20,597
Total Financial liabilities
0
122,355
In 2013, Biocartis NV refinanced about 50% of its Idylla semi-automated cartridge manufacturing line in Mechelen
(Belgium) via a sale and lease back operation. This lease has a current lease term till 1 June 2021, carries a 3.35% interest
rate and includes a purchase option of EUR 0.1m. Per 31 December 2022 the lease has been fully paid.
In 2015, Biocartis NV obtained two new financing facilities for the modifications to the current cartridge production line. The
first new facility entails an investment credit for an amount of EUR 0.6m, with a payment term of 5 years and an interest rate
of 1.93%. The second one entails a leasing facility for EUR 4.4m that carries a 1.77% interest, includes a purchase option of 1%
of the financed amount and has a duration of 54 months. Per 31 December 2022 the lease has been fully paid. EUR 0.1m is
outstanding under these two facilities.
In 2016, Biocartis NV obtained a lease financing facility for the development of a second cartridge production line in
Mechelen, for EUR 15m. This facility was increased in 2018 with EUR 2.3m. The interest applicable for this facility equals
1.87% and includes a purchase option of 1% of the financed amount. Per 31 December 2022 EUR 4.3m is outstanding under
this facility. As a security, a debt service reserve account is to be maintained for the above financing facilities of 2013, 2015
and 2016, the current debt service account amounts to EUR 1.2m.
In 2018, Biocartis NV obtained an investment credit of EUR 1m from a bank to finance mold investments related to its first
cartridge manufacturing facility. The investment credit has a payment term of 5 years and an interest rate of 2.53%. In total
EUR 0.8m has been withdrawn on this credit facility. Per 31 December 2022 EUR 0.3m is outstanding under this facility.
On 9 May 2019, the Group issued a convertible bond of EUR 150m, with a maturity date of 9 May 2024 (i.e. 5-year duration)
and a coupon of 4%. The bond could be converted into new/existing ordinary shares of the Group upon the discretion of the
bondholder. Under IAS 32- Financial instruments: Presentation the convertible bond is a compound financial instrument and
contains, from the issue’s perspective, both a liability (i.e. host debt instrument) and an equity component (i.e. an embedded
share conversion option).
On 1 September 2022, Biocartis launched a comprehensive recapitalization, which included the restructuring of the existing
convertible debt and the provision of new convertible debt, summarized as follows:
the amendment of the existing 4% convertible bonds of EUR 135m, including a.o. the mandatory conversion of
10% of these convertible bonds into common shares at the conversion rate of EUR 12.89 and the extension of
the maturity date until 9 November 2027
a new first lien secured convertible term loan of EUR 30.1m, partly used for the buy-back of EUR 16.3m of
existing 4% convertible bonds for EUR 13.7m in cash
an exchange of the amended existing convertible bonds for new 4.5% second lien secured convertible bonds,
subject to the subscription of EUR 25m of additional newly issued 4.5% convertible bonds
Following the amendment, the exchange for new convertible bonds and the partial buy-back, the liability associated with
the 4% convertible bonds amounts to EUR 9.3m per 31 December 2022.
In 2022, EUR 17.5m was drawn under the new convertible term loan, net of fees. This amount was partly used for the buy-
back of EUR 13.7m of the existing 4% convertible bond. This convertible term loan only consists of a liability component and
an embedded derivative component. The liability component is measured at amortized cost and the derivative component
is measured at fair value through profit and loss. Per 31 December 2022, the liability amounts to EUR 15.8m and the
embedded derivative amounts to EUR 0.9m.
On 2 September 2022, an offer to exchange the amended existing convertible bonds was made for new 4.5% second lien
secured convertible bonds, subject to the subscription of EUR 25.0m of additional newly issued 4.5% convertible bonds and
rights offering with extra-legal preferential rights for the existing shareholders of the Company of EUR 25.1m. EUR 92.1m of
the existing 4% convertible bonds were exchanged for the new 4.5% convertible bonds. In accordance with IFRS 9, the
exchange has been accounted for as an extinguishment of the original liability and the recognition of a new financial liability,
amounting to EUR 66.6m per 31 December 2022. The original equity component associated with the existing convertible
bonds was not derecognized.
Following the above mentioned recapitalization transactions, the financial indebtedness at 31 December 2022 amounted to
EUR 122.4m.
The credit facility and guarantees from BNP Paribas Fortis have been cancelled in 2021 and replaced by a revised credit
facility of KBC. This facility consists of a EUR 7.5m straight loan and a EUR 7.5m rollover credit line, both of which were fully
drawn on 31 December 2022.
Biocartis was the object of the Security Enforcement that was completed on 31 October 2023. More specifically,
the new 4.5% second lien secured convertible bonds referred to above were exchanged by the holders of such
bonds for equity in a US entity which received the assets secured by Biocartis' secured debt by way of
appropriation (it being understood that the value of such assets was lower than the amount due under the
second lien secured convertible bonds) (“New Biocartis”);
the new convertible term loan referred to above was novated to New Biocartis;
any and all outstanding amounts under the amended existing convertible bonds referred to above have been
written down to zero in accordance with the terms and conditions of the amended existing convertible bonds;
Biocartis Group NV's former subsidiaries were transferred to New Biocartis in the context of the Security
Enforcement, and the financial liabilities held by such subsidiaries have hence transferred accordingly.
The reconciliation between the total of future minimum lease payments of the finance leases at the end of the reporting
period and their present value is described in the table below:
As of 31 December,
In EUR 000
2023
2022
Lease
Minimum
lease
payments
Present
value of
minimum
lease
payments
Minimum
lease
payments
Present
value of
minimum
lease
payments
< 1 year
0
0
5,736
5,597
> 1 and < 5 years
0
0
7,092
6,997
> 5 years
0
0
2,054
2,054
Total
0
0
14,882
14,648
Less interests
0
0
234
0
Present value
0
0
15,116
14,648
The changes in liabilities from financing activities are summarized in the table below:
Lease
Convertible
Convertible
term loan
2nd lien
secured
convertible
In EUR 000
liabilities
debt
debt
Bank
As per 31 December 2021
20,012
128,151
6,000
Changes from financial cash flows
-6,609
-19,413
16,504
9,000
Exchange for new convertible bond
-102,818
65,124
Capitalized interest
3,373
269
1,518
Additions
1,246
As per 31 December 2022
14,648
9,293
16,773
66,642
15,000
Changes from financial cash flows
-3,449
12,008
25,000
-6,220
Changes due to the effect of changes in FX rates
7
Accrued interest
1,140
773
7,176
Additions
3,266
6,2
1
Redemption fees upon Security enformecent
07
3,928
Non-cash transactions during the year
5,209
146
17,248
Result of Security Enforcement
-14,472
-15,643
-35,907
-129,994
-8,779
As per 31 December 2023
0
0
0
0
0
Some more details related to the lease liabilities such as interest expenses, expenses related to short term and low values
lease and variable lease payments can be found in the table below. The Group’s lease agreements do not include material
restrictions or financial covenants.
Years ended 31 December,
In EUR 000
2022
2022
Depreciation expense of right-of-use assets
-5,052
-5,294
Interest expense on lease liabilities
-371
-513
Rent expense - short-term & low value leases
-40
-102
Rent expense - variable lease payments
0
0
Total amounts recognized in profit or loss
-5,463
-5,909
3.2.26
Trade payables and other current liabilities
As of 31 December,
In EUR 000
2023
2022
Trade payables
294
11,747
Total trade payables
294
11,747
As of 31 December,
In EUR 000
2023
2022
Provision vacation pay and end-of-year premium & other social debt
0
8,675
VAT payable
0
191
Other
21
44
Other current liabilities
21
8,910
The trade payables and other current liabilities held by the former subsidiaries of the Group were transferred indirectly
pursuant to the transfer of those subsidiaries in the context of the Security Enforcement. More information regarding the
Security Enforcement can be found under chapter 3.2.1.2 “The Security Enforcement”.
3.2.27
Deferred income
Years ended 31 December,
In EUR 000
2023
2022
Grants
-
-
Partner income
1,079
1,344
Other income
0
Result of Security Enforcement
-1,079
Total
0
1,344
Current
0
1,195
Non-current
0
149
For more details on the contract liabilities, we refer to note 3.2.4. Deferred partner income includes upfront payments
from collaboration partners in relation to the strategic licensing, development and commercialization collaborations. The
deferred income of the Company's former operating subsidiaries were transferred as part of the Security Enforcement.
More information regarding the Security Enforcement can be found under chapter 3.2.1.2 “The Security Enforcement”.
Deferred partner income
As per 31 December 2021
2,135
Invoiced
258
Recognized in profit or loss
-1,049
As per 31 December 2022
1,344
Invoiced
2,399
Recognized in profit or loss
-2,665
Result of Security Enforcement
-1,079
As
per 31 December 2023 0
3.2.28
Income taxes
3.2.28.1 COMPOSITION OF TAX EXPENSE
Years ended 31 December,
In EUR 000
2023
2022
Current income tax
-170
-316
Deferred income tax
0
76
Total
-170
-240
3.2.28.2 TAX RECONCILIATION
Tax expenses for the year can be reconciled to the accounting loss as follows:
Years ended 31 December,
In EUR 000
2023
2022
Profit/(Loss)
before taxes
18,207
-
65,621
Income tax credit calculated at 25%
4,697
-16,930
Effect of different tax rates
0
0
Effect of income that is exempt from taxation
-86,060
-45,016
Effect of expenses that are non-deductible in determining tax profit
65,566
43,386
Effect of unused tax losses and tax offsets not recognized as deferred tax assets
-15,797
18,560
Effect of tax credit for research and development
-258
-317
Effect of provisional income tax in Biocartis Group NV
5
Other
83
77
-170
-240
Adjustments recognized in the current year in relation to the current tax of prior years
0
0
Income tax expense (profit) recognized in loss for the period
-170
-240
The increase of the effect of income/expenses that is exempt from taxation mainly relates to the seizure of Biocartis Group
NV’s operating activities, the IFRS adjustments on the impairment of financial fixed assets and the result of the Security
Enforcement. The IFRS adjustments are non-cash items and are not recognized for tax purposes.
3.2.28.3 UNRECOGNIZED DEFERRED TAX ASSETS
Due to the uncertainty surrounding the Group’s ability to realize taxable profits in the near future, the Group has not
recognized any deferred tax assets on tax loss carry forwards and temporary differences.
3.2.29
Financial risk management
3.2.29.1 FINANCIAL RISK FACTORS
The Group’s activities expose it to a variety of financial risks such as market risk, credit risk, and liquidity risk. Up to the date
of the Security Enforcement, the Group’s finance department identified and evaluated the financial risks in close co-
operation with the operating units.
Prior to the Security Enforcement, the Convertible Term Loan and the 4.5% Convertible Bonds were subject to a minimum
liquidity covenant requiring Biocartis Group NV and the guarantors to maintain liquidity on each month-end of at least EUR
10 million and EUR 8 million, respectively.
3.2.29.2 MARKET RISK
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices. The Group’s activities expose it primarily to changes in foreign currency exchange rates and interest rates.
FOREIGN EXCHANGE RISK
The Group is exposed to foreign currency risks primarily through its operating activities. Certain purchase transactions and
certain sales transactions of the Group are undertaken in British Pound (“GBP”) and US Dollar (‘USD’). The Group did not
enter into any currency hedging arrangements in order to cover its exposure. The Group is managing its foreign currency risk
by matching foreign currency cash inflows with foreign cash outflows. Therefore the sensitivity to certain potential changes
in, especially the GBP and USD is limited. Exchange rate exposure towards the foreign currencies can furthermore be
managed through the use of forward exchange contracts, based upon management’s judgment. The Group has not applied
hedge accounting in 2023 and 2022.
Financial assets included current bank accounts and petty cash. Financial liabilities included trade payables and accruals in
foreign currency.
Years ended 31 December,
In EUR 000
2023
2022
Liabilities
USD - United States
2,894
1,339
GBP - Great Britain
16
12
Assets
USD - United States
7,239
4,446
GBP - Great Britain
982
943
The Group performed a sensitivity analysis for the two most significant currencies (USD, GBP). The impact of an increase or
decrease in value by 10% of GBP and USD is not material.
OTHER MARKET RISK
The Group is not exposed to equity price risk or commodity price risk as it does not invest in these classes of investments.
LIQUIDITY RISK
Considering that since the date of the Security Enforcement, the Group no longer has any material activities, the Group is
restricted in its sources of cash inflows. Possible sources of cash inflows are capital increases and loans (to the extent
available at all). Cash is invested in low risk investments such as short-term bank deposits. Ultimate responsibility for liquidity
risk management rests with the Board of Directors.
Analysis of contractual (undiscounted) maturities of financial liabilities at 31 December 2023 is as follows (amounts in EUR
000):
As of 31 December,
2023
2022
Trade
payables
Financial
liabilities
Other
current
liabilities
and accrued
expense
Trade
payables
Financial
liabilities
Other
current
liabilities
and accrued
expense
In EUR 000
Less
than 1 year
294
0
21
11,747
20,547
8,910
1-3 years
0
5,123
3-5 years
0
18,270
5+ years
0
112,517
Total
294
0
21
11,747
156,457
8,910
3.2.30
Fair value
The fair value of the financial assets has been determined on the basis of the following methods and assumptions:
The carrying amount of the cash and cash equivalents and the current receivables approximate their value due
to their short term character;
Other current financial assets such as current other receivables are being evaluated on the basis of their credit
risk and interest rate. Their fair value is not significantly different than its carrying amount on 31 December
2023 and 2022.
The fair value of the financial liabilities has been determined on the basis of the following methods and
assumptions:
The carrying amount of current liabilities approximates their fair value due to the short-term character
of these instruments;
Loans and borrowings are measured based on their interest rates and maturity date. Most interest
bearing debts have fixed interest rates and their fair value is subject to changes in interest rates and
individual creditworthiness. The fair value measurement is classified as level 2.
FAIR VALUE HIERARCHY
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets and liabilities
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based
on observable market data
The Group has one financial instrument (MyCartis) carried at fair value in the consolidated balance sheet on 31 December
2023 and 2022.
Except for the borrowings (financial liabilities, see note 3.2.25), the carrying amount of the financial assets and liabilities
approximate their fair values.
3.2.31
Contingencies
LEGAL CLAIMS
By writ of summons of 12 October 2023, the Company was summoned by Orbimed Royalty & Credit Opportunities III, LP
("Orbimed") before the Dutch-speaking Brussels Commercial Court. Orbimed claims payment from the Company of a
principal amount of EUR 8,983,700.64 (plus interests and costs) pursuant to the unsecured convertible bonds that had been
issued by the Company which Orbimed claims have become payable in an accelerated manner following a press statement
by the Company on 26 September 2023 regarding the possible execution of pledges accorded to certain secured debtors.
The execution of these pledges took place on 31 October 2023. The Company and Orbimed are in dispute over the
consequences of that execution for Orbimed's convertible bonds. Orbimed's convertible bonds have automatically been
reduced to zero in accordance with the terms and conditions of those bonds. Orbimed disputes that position and argues that
the conditions for the reduction to zero have not been met. On 29 October 2024 the Dutch-speaking Brussels Commercial
Court has issued an interim decision in which it orders the Company to provide additional documents within two months
following the official service (if any) of the interim decision by a bailiff. For all other aspects, the proceedings were suspended
to be reinstated by the parties thereto. On the date of this report no official service of the interim decision by a bailiff has
taken place.
Discussions have been initiated with Wondfo Biotech (HK) Co., Ltd. with respect to the possible liquidation of WondfoCartis
Ltd. WondfoCartis Ltd. is a Hong Kong joint venture company that was established together with Wondfo Biotech (HK) Co.,
Ltd. in 2018 and in which the Company holds a 50% stake.
In Q1 2024, several lawsuits were started by ten distributors of the joint venture against Wondfo-Cartis Ltd., for alleged
breaches by Wondfo-Cartis Ltd. of its distribution agreements with such distributors. The Company’s position is that no such
breaches of the distribution agreements were made by Wondfo-Cartis Ltd. The claims are currently being heard by judges in
China. The Company has no contractual obligation to further fund the joint venture. Any cash that would remain after
potential payments to be made in the framework of the abovementioned lawsuits and the liquidation of the joint venture
would be 50:50 distributed between its shareholders. However, due to the abovementioned lawsuits and the expectation
that any manufacturing equipment and Idylla inventory will not be able to be monetized, it is unlikely that the liquidation of
the joint venture will lead to any distribution of cash to the shareholders of the joint venture. Accordingly, the Company does
not expect to receive any distributions in the context of the possible liquidation of WondfoCartis Ltd.
The Company received a notice of default from Biocartis NV on May 7, 2024 in which Biocartis NV requests the Company to
transfer to Biocartis NV a VAT credit received by the Company on February 29, 2024 in the amount of EUR 359,241.92. The
Company disputes Biocartis NV's position ("VAT Dispute").
The Group is currently not facing any other outstanding litigation that might have a significant adverse impact on the Group’s
financial position.
3.2.32
Commitments
3.2.32.1 CAPITAL COMMITMENTS
Due to the Security Enforcement, the Group has no material capital commitments. More information on the Security
Enforcement can be found under Chapter 3.2.1.2 “The Security Enforcement”.
3.2.32.2 OPERATING COMMITMENTS
The Group has no operating commitments towards different suppliers for Idyllasystems and cartridge parts.
3.2.32.3 RELATED-PARTY TRANSACTIONS
Transactions between the Company and its former subsidiaries have been eliminated on consolidation and are not disclosed
in the notes. The remuneration of key management, transactions with the joint venture and a list of the subsidiaries are
disclosed below. There were no other transactions with related parties.
3.2.32.3.1 REMUNERATION OF DIRECTORS AND MEMBERS OF THE EXECUTIVE MANAGEMENT
Introduction
This section provides an overview of the key aspects of the remuneration of the Company's directors and members of the
executive management in 2023, it being understood that the executive management has transferred to and was
remunerated by the new Biocartis group following the Security Enforcement. As from 23 December 2023 i.e. the date on
which all remaining corporate mandates of the executive management have been formally terminated by the Company's
board of directors the Company no longer has any executive management in place. Following a clear positive vote by the
Company's shareholders on the remuneration report of 2022 and the Company's remuneration policy, the changes to the
remuneration of the directors and members of the executive management in 2023 as compared to 2022 have been kept to
a minimum, it being understood however that, in view of the Security Enforcement, directors have waived their
remuneration as of Q4 2023. This remuneration report must be read together with the Company's remuneration policy which
can be found on its website, as well as with the performance of the Company in 2023 as set out in detail in this annual report.
Remuneration of the directors
Principles
The remuneration of the non-executive directors is composed of a fixed fee and an attendance fee. The amount of such fees
was set by the annual shareholders’ meeting.
Annual fixed fees:
Chairperson of the board: EUR 36,000
Chairperson of the audit committee: EUR 18,000
Chairperson of the remuneration and nomination committee: EUR 14,000
Other non-executive directors: EUR 12,000
Attendance fees: In addition to the annual fixed fees mentioned above, each non-executive director receives an attendance
fee of EUR 3,000 per regular meeting of the board of directors or EUR 1,500 per ad hoc board meeting with a more limited
agenda (to be increased, as the case may be, with a fee for travel time of EUR 1,500 for Ann-Christine Sundell and EUR 2,500
for Christine Kuslich and Bryan Dechairo per meeting of the board attended in person), EUR 1,000 per meeting of the audit
committee attended by the director who is a member of such committee, and EUR 500 per meeting of the remuneration
and nomination committee attended by the director who is a member of such committee.
No share-based awards: As from 1 January 2020, the Company no longer grants share options to non-executive directors.
However, certain directors do hold subscription rights granted to them under the 2018 Plan (see below).
The board of directors, upon recommendation of the remuneration and nomination committee, decided to deviate from
provision 7.6 of the Belgian Code on Corporate Governance 2020, which provides that shares of the Company should be
granted to non-executive directors as part of their remuneration. The reason for this deviation is that the Company currently
does not own treasury shares and is currently legally not in a position to acquire treasury shares.
The Company also reimburses the directors for reasonable out of pocket expenses (including travel expenses) incurred while
performing their mandate.
Remuneration of the members of the board of directors in 2023
Based on what is set out above, the remuneration of the directors for the performance of their director mandate in 2023 is
as follows
(1)
:
Fixed remuneration
Variable remuneration
Extra-
ordinary
items
Total
remune-
ration
Proportion of
fixed and
variable
remuneration
Name of
Director
Fixed fees
(2)
Attendance
fees
(3)
Fringe
benefits
One-
year
variable
Multi-year
variable
SBV BV, repr.
by Herman
Verrelst
9,000 9,000 0 0 0 0 18,000
Fixed: 100%
Variable: 0%
Christian
Reinaudo
21,775 23,500 0 0 0 0 45,275
Fixed: 100%
Variable: 0%
Luc Gijsens BV,
repr. by Luc
Gijsens
13,500
21,500
0
0
0
0
35,000
Fixed: 100%
Variable: 0%
Ann-Christine
Sundell
9,000 21,500 0 0 0 0 30,500
Fixed: 100%
Variable: 0%
Christine
Kuslich
9,000
22,500
0
0
0
0
31,500
Fixed: 100%
Variable: 0%
Bryan Dechairo 7,282 22,500 0 0 0 0 29,782
Fixed: 100%
Variable: 0%
Roald Borré
(4)
0 0 0 0 0 0 0
Fixed: 100%
Variable: 0%
(1) Amounts mentioned are gross amounts in Euro.
(2) Amounts mentioned in this column relate to the directors’ annual fixed fees.
(3) Amounts mentioned in this column relate to the attendance fees of the members of the board and its committees.
(4) Mr. Borré renounced his remuneration as director and member of the audit committee of the Company. Mr. Borré resigned from the board with effect as of 21 February 2023, and was replaced by Mr. Dechairo with
effect as of the same date.
As mentioned above, the Directors waived their remuneration as of the fourth quarter of 2023 in view of the Security
Enforcement, resulting in a decrease of their total 2023 remuneration in comparison to 2022. This decrease is also reflected
in the chart showing the changes in the remuneration of the directors and the members of the executive management and
the changes in the average remuneration of the employees of the Company over the past five years.
The table below provides an overview of the number of subscription rights of the directors on 31 December 2023:
Information regarding the reported financial year
The main conditions of subscription rights plans
Opening
balance
During the year
(2)
Closing
balance
Name of
Director
Specification
of plan
Vesting
date
(1)
End of
holding
period
Exercise
period
Strike
price
Subscription
rights held
(of which
vested)
Subscription
rights
awarded
Subscription
rights
vested
subscription
rights held
(of which
vested)
Award date
Christian
Reinaudo
2018 Plan
10/09/2018
1/3rd
in each
of
2019,
2020
and
2021
N/A
1/1/2022
9/9/2025
EUR
11.93
15,000
(15,000)
0
0
15,000
(15,000)
Luc
Gijsens
BV, repr.
by Luc
Gijsens
2018 Plan
10/09/2018
1/2nd
in each
of 2019
and
2020
N/A
1/1/2022
-
9/9/2025
EUR
11.93
10,000
(10,000)
0
0
10,000
(10,000)
Ann-
Christine
Sundell
2018 Plan
10/09/2018
1/2nd
in each
of 2019
and
2020
N/A
1/1/2022
-
9/9/2025
EUR
11.93
10,000
(10,000)
0
0
10,000
(10,000)
Christine
Kuslich
N/A N/A N/A N/A N/A N/A 0 0 0 0
Roald
Borré
N/A N/A N/A N/A N/A N/A 0 0 0 0
(1) Pursuant to the 2018 Plan, the subscription rights of the directors vest in X equal instalments on each anniversary date of the date of his or her appointment as director of the Company, whereby X shall be equal to the
duration of his or her director’s mandate expressed in years.
(2) During 2022, no subscription rights were exercised or became null and void for any reason.
Remuneration of the members of the executive management
Principles
The remuneration of the members of the executive management consists of the following remuneration components:
Annual fixed cash remuneration
Non-deferred short-term variable remuneration (cash bonus)
Deferred short-term variable remuneration (since 2020 in the form of phantom stock)
Long-term variable remuneration (subscription rights)
Certain other components
Remuneration of the members of the executive management in 2023
Total Remuneration: The total remuneration of the members of the executive management in 2023 is as follows:
Fixed remuneration
Variable remuneration
Proportion of
fixed and
variable
remuneration
Name of
Executive
Base salary
Fees
Fringe
benefits
One-year
variable
(1)
Multi-
year
variable
(2)
Extraordinary
items
Pension
expense
Total
remuneration
SBV BV,
repr. By
Herman
Verrelst
(3)
EUR 187,500
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 187,500
Fixed: 100%
Variable: 0%
John Roger
Moody Jr.
(4)
USD 234,017
USD
0
USD
135,817
(8)
USD 0 USD 0 USD 0 USD 0 USD 369.834
Fixed: 100%
Variable: 0%
Marcofin
BV, repr. By
Jean-Marc
Roelandt
(5)
EUR 140,332
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 140,332
Fixed: 100%
Variable: 0%
George
Cardoza
(6)
USD 82,963
USD
0
USD 0 USD 0 USD 0 USD 0 USD 0 USD 82,963
Fixed: 100%
Variable: 0%
Scmiles BV,
repr. by
Piet
Houwen
(7)
EUR 217,653
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 0
EUR 217,653
Fixed: 100%
Variable: 0%
(1) Amounts mentioned in this column relate to the non-deferred short-term variable remuneration (cash bonus).
(2) Amounts mentioned in this column relate to the deferred short-term variable remuneration. The deferred variable remuneration of the executive management is structured by way of phantom stock under the phantom
stock plan which was created in 2020. In view of the Security Enforcement, the value of any subscription rights vested in 2023 have not been taken into account. See the table below for more information on the subscription
rights of the executive management as per 31 December 2023.
(3) CEO until 24 April 2023; chair since 24 April 2023 but only as non-executive since 1 July 2023 (before that date: SBV BV was paid fee under consultancy agreement).
(4) CEO from 24 April 2023 until 31 October 2023, the date of the Security Transaction. No remuneration was received after 31 October 2023. His mandate was officially terminated on December 23, 2023.
(5) CFO until 4 August 2023;
(6) CFO and Head of Service Delivery from 7 August 2023 until 31 October 2023, the date of the Security Transaction. No remuneration was received after 31 October 2023. His mandate was officially terminated on December
23, 2023.
(7) COO until 1 September 2023.
(8
) Sign-on bonus, hardship compensation, car allowance and telecom allowance.
None of the executive management received or will receive a variable remuneration relating to the fiscal year 2023, as the
qualifying objective thereto, i.e. the materialization of a funding event, whereby financing would be secured that extends
the cash runway of the Company until at least 31 December 2024, was not realized.
No severance payments have been granted to members of the executive management who left the Company in 2023.
The aforementioned remuneration of the members of the executive management was in line with the Company’s
remuneration policy. By creating a balanced mix between fixed and variable remuneration, as well as between short-term
and long-term remuneration, the Company strived to create a focus not only on short-term operational performance but
also on the long-term objective of creating sustainable value. The goals and objectives of the members of the executive
management determined to evaluate their variable remuneration were established in order to support the Company’s long-
term performance as they focused on the key metrics to achieve such long-term performance.
Non-Deferred and Deferred Short-Term Variable Remuneration
In the past, short-term variable remuneration for the CEO could be maximum 50% of his annual fixed remuneration of the
year for which the variable remuneration is awarded. The short-term variable remuneration for the other members of the
executive management could be maximum 30% of their respective annual fixed remuneration of the year for which the
variable remuneration is awarded.
In accordance with applicable law, 50% of the short-term variable remuneration of the members of the executive
management is linked to performance criteria measured over one performance year. Such non-deferred short-term variable
remuneration is settled in cash. For the remaining 50% of the short-term variable remuneration, 25% is linked to performance
criteria measured over two performance years and another 25% is linked to performance criteria measured over three
performance years. It is to be noted that in the course of 2020, the Company decided to structure the deferred short-term
variable remuneration for the members of the executive management by way of a grant of phantom stock. For more
information on the phantom stock mechanism, please see the Company’s remuneration policy.
However, in view of the Security Enforcement, none of the executive management received a variable remuneration.
Long-Term Variable Remuneration (subscription rights)
The table below provides an overview of the number of subscription rights of the members of the executive management
on 31 December 2023:
Name of
Executive
The main conditions of subscription rights plans
Information regarding the reported financial year
Opening
balance
During the year
Closing balance
Specification
of plan
Award date
Vesting
date
End of
holding
period
Exercise
period
Strike
price
Subscrip
tion
rights
held (of
which
vested)
Subscripti
on rights
awarded
Subscri
ption
rights
vested
Subscriptio
n rights
cancelled/
forfeited
Subscription
rights
held (of which
vested)
SBV BV, repr.
by Herman
2020B Plan
30/4/2020
1/1/2024
N/A
1/1/2024
EUR
300,000
0
0
300,000
0
Verrelst
-
4.18
(0)
29/4/2027
2020B Plan
27/4/2021
1/1/2025
N/A
1/1/2025
EUR
60,000
0
0
60,000
0
4.45
(0)
26/4/2028
2023 Plan
24/4/2023
24/2/2026
N/A
24/2/2026
EUR
0
600,000
0
600,000
0
0.66
23/2/2030
Marcofin BV,
2020B Plan
30/4/2020
1/1/2024
N/A
1/1/2024
EUR
100,000
0
0
100,000
0
repr. by Jean-
-
4.18
(0)
Marc Roelandt
29/4/2027
2020B Plan
27/4/2021
1/1/2025
N/A
1/1/2025
EUR
30,000
0
0
30,000
0
4.45
(0)
26/4/2028
Scmiles BV,
2018 Plan
9/5/2019
2020-2023
N/A
1/1/2023
EUR
65,000
0
4,063
0
65,000
repr. by Piet
11.93
(60,937)
Houwen
8/5/2026
(65,000)
2020B Plan
30/4/2020
1/1/2024
N/A
1/1/2024
EUR
50,000
0
0
50,000
0
4.18
(0)
29/4/2027
3.2.32.3.2 JOINT VENTURES
Transactions with related parties are made at arm’s length. The main transactions relate to product sales towards the Group’s
joint venture.
3.2.32.3.3 SUBSIDIARIES
Details of the Company’s subsidiaries until 31 December 2023 were as follows:
Due to the Security Enforcement, Biocartis NV, Biocartis US Inc. and Biocartis S.r.l. are no longer subsidiaries of the
Company as of 31 October 2023. More information on the Security Enforcement can be found under chapter 3.2.1.2 “The
Security Enforcement”.
Name of subsidiary
Place of Proportion of ownership
incorporation interest and voting
power
Principal activity and operation held by the Group
2023 2022
Biocartis NV
Develop and
market
diagnostic
platforms
Generaal de
Wittelaan
11
B - 2800
Mechelen (België)
0%
100%
Biocartis US Inc.
Market diagnostic
platforms
30 Montgomery
Street,
9
th
Floor,
Suite
970
Jersey City, NJ
07302
USA
0%
100%
Biocartis S.r.l.
Market diagnostic
platforms
Milano (MI) Corso
Vercelli
40 CAP
20145
Italy
0%
100%
3.2.33
Events after the balance sheet date
The below important events occurred after the reporting date:
- Discussions have been initiated with Wondfo Biotech (HK) Co., Ltd. with respect to the possible liquidation of
WondfoCartis Ltd. WondfoCartis Ltd. is a Hong Kong joint venture company that was established together with
Wondfo Biotech (HK) Co., Ltd. in 2018 and in which the Company holds a 50% stake.
In Q1 2024, several lawsuits were started by ten distributors of the joint venture against Wondfo-Cartis Ltd., for
alleged breaches by Wondfo-Cartis Ltd. of its distribution agreements with such distributors. The Company’s
position is that no such breaches of the distribution agreements were made by Wondfo-Cartis Ltd. The claims are
currently being heard by judges in China. The Company has no contractual obligation to further fund the joint
venture. Any cash that would remain after potential payments to be made in the framework of the
abovementioned lawsuits and the liquidation of the joint venture would be 50:50 distributed between its
shareholders. However, due to the abovementioned lawsuits and the expectation that any manufacturing
equipment and Idylla inventory will not be able to be monetized, it is unlikely that the liquidation of the joint
venture will lead to any distribution of cash to the shareholders of the joint venture. Accordingly, the Company
does not expect to receive any distributions in the context of the possible liquidation of WondfoCartis Ltd.
- The Company received a notice of default from Biocartis NV on May 7, 2024 in which Biocartis NV requests the
Company to transfer to Biocartis NV a VAT credit received by the Company on February 29, 2024 in the amount
of EUR 359,241.92. The Company disputes Biocartis NV's position ("VAT Dispute").
There were no further important events between 31 December 2023 and the approval date of this annual report.
3.2.34
Relevant standards and interpretations published, but not yet applicable for the annual period
beginning on 1 January 2023
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and
Non-current Liabilities with Covenants (applicable for annual periods beginning on or after 1 January 2024)
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (applicable for annual periods beginning on or
after 1 January 2024)
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance
Arrangements (applicable for annual periods beginning on or after 1 January 2024, but not yet endorsed in the EU)
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (applicable for
annual periods beginning on or after 1 January 2025, but not yet endorsed in the EU)
3.4 Auditor’s report
Biocartis Group NV
Document subtitle= Verdana Heading 12 0/0 single
Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises
Biocartis Group NV
Statutory auditor’s report to the shareholders’ meeting for the year ended
31 December 2023 Consolidated financial statements
The original text of this report is in Dutch
Biocartis Group NV | 31 December 2023
1
Statutory auditor’s report to the shareholders’ meeting of Biocartis Group
NV for the year ended 31 December 2023 - Consolidated financial
statements
In the context of the statutory audit of the consolidated financial statements of Biocartis Group NV (“the
company”) and its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report
includes our report on the consolidated financial statements and the other legal and regulatory
requirements. These parts should be considered as integral to the report.
We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 14 May 2021, in
accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”)
issued upon recommendation of the audit committee. Our mandate will expire on the date of the
shareholders’ meeting deliberating on the financial statements for the year ending 31 December 2023.
We have performed the statutory audit of the consolidated financial statements of Biocartis Group NV for
9 consecutive periods.
Report on the consolidated financial statements
Unqualified opinion
We have audited the consolidated financial statements of the group, which comprise the consolidated
statement of financial position as at 31 December 2023, the consolidated income statement and
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated cash flow statement for the year then ended, as well as the summary of significant accounting
policies and other explanatory notes. The consolidated statement of financial position shows total assets of
1 041 (000) EUR and the consolidated income statement shows a profit for the year then ended of
18 377 (000) EUR.
In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and
financial position as of 31 December 2023 and of its consolidated results and its consolidated cash flow for
the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union and with the legal and regulatory requirements applicable in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in
Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB
applicable to the current financial year, but not yet approved at national level. Our responsibilities under
those standards are further described in the “Responsibilities of the statutory auditor for the audit of the
consolidated financial statements” section of our report. We have complied with all ethical requirements
relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding
independence.
We have obtained from the board of directors and the company’s officials the explanations and information
necessary for performing our audit.
We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter consolidated financial statements prepared on a basis other than going
concern
We draw your attention to notes 3.2.2.2 and 3.2.3.1 of the consolidated financial statements, which
indicates that the consolidated financial statements have been prepared on a basis other than going
concern. In that context, note 3.2.3.1 describes that upon the enforcement by the secured lenders of their
collaterals, i.e., substantially all of the group’s assets, in a transaction structured as disclosed in note 3.2.1.2,
Biocartis Group NV | 31 December 2023
2
the group no longer has any material operations and intends to propose a voluntary dissolution and
liquidation of the company to the shareholders.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
On 25 September 2023, the company has been
informed of an agreement by and between the
holders of the company’s 4.5% Second Ranking
Secured Convertible Bonds due 2026 (the
"Bondholders") and the lenders under the
Company's first lien convertible term loan facility
(jointly the “Secured Creditors”) to enforce upon
the company's assets that were pledged to such
creditors (the "Security Enforcement").
Pursuant to the Security Enforcement that
effectively occurred on 31 October 2023, all of the
shares in the subsidiaries through which the
company operated its entire operations, along with
substantially all cash in the pledged accounts of, as
well as pledged receivables owing to, the company
have been transferred to an unlisted company
owned by the Bondholders. As a result of the
Security Enforcement, the Company no longer has
any operating activities, personnel or significant
assets.
The Security Enforcement involved a series of
sequential legal procedures pursuant to the
existing contractual terms. Management utilized
the assistance of external legal counsel and
advisors to advise on the legal, accounting and
financial reporting impact of the Security
Enforcement on the consolidated financial
statements.
This also included management and the board of
directors’ assessment to draft the consolidated
financial statements on a basis other than going
concern.
As a result of the foregoing, the audit of the
accounting consequences of the Security
Enforcement and the appropriateness of the
disclosures thereon required specific audit
We regularly interacted with management, the
board of directors and internal and external (legal)
counsel of the company on the group’s initiatives
around financing and liquidity, of which the
Security Enforcement was the ultimate outcome.
We have read relevant documents to assess the
accuracy and completeness of the various
components of the Security Enforcement.
We evaluated for accounting and disclosure
considerations the series of sequential contractual
provisions in the existing agreements with
Bondholders and Secured Creditors.
We utilized our internal specialists that specialize
in IFRS with regards to accounting and disclosure
of the Security Enforcement. Their involvement
encompassed inquiries of the company and its
external accounting advisor of probing questions
around the accounting for the Security
Enforcement and assisting the core audit
engagement team in forming a conclusion on the
appropriate accounting and disclosure thereon,
including with respect to the going concern issue.
We utilized our internal specialists that specialize
in Belgian corporate income tax with regards to
the Belgian income tax impact of the Security
Enforcement.
Biocartis Group NV | 31 December 2023
3
procedures to be performed in response to the
related complexities of the Security Enforcement.
Our audit procedures were tailored to be
responsive to the complexities involved, therefore,
making it a key audit matter for our audit.
The company’s disclosure in relation to the
Security Enforcement is in part 3, note 3.2.1.2 The
Security Enforcement.
Responsibilities of the board of directors for the preparation of the consolidated financial
statements
The board of directors is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union and with the legal and regulatory requirements applicable in Belgium and for such internal
control as the board of directors determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the
group’s ability to continue as a going concern, disclosing, as applicable, matters to be considered for going
concern and using the going concern basis of accounting unless the board of directors either intends to
liquidate the group or to cease operations, or has no other realistic alternative but to do so.
Responsibilities of the statutory auditor for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISA will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
During the performance of our audit, we comply with the legal, regulatory and normative framework as
applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not
comprise any assurance regarding the future viability of the company nor regarding the efficiency or
effectiveness demonstrated by the board of directors in the way that the company’s business has been
conducted or will be conducted.
As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the group’s internal control;
Biocartis Group NV | 31 December 2023
4
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the board of directors;
conclude on the appropriateness of the use of the going concern basis of accounting by the board of
directors and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our statutory
auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our statutory auditor’s report. However, future events or conditions may cause the group to
cease to continue as a going concern;
evaluate the overall presentation, structure and content of the consolidated financial statements, and
whether the consolidated financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
obtain sufficient appropriate audit evidence regarding the financial information of the entities and
business activities within the group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the audit committee regarding, amongst other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and we communicate with them about all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated to the audit committee, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our report unless law or regulation precludes any public
disclosure about the matter.
Other legal and regulatory requirements
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the directors’ report on the
consolidated financial statements and other matters disclosed in the annual report on the consolidated
financial statements.
Responsibilities of the statutory auditor
As part of our mandate and in accordance with the Belgian standard complementary to the International
Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects,
the director’s report on the consolidated financial statements and other matters disclosed in the annual
report on the consolidated financial statements, as well as to report on these matters.
Aspects regarding the directors’ report on the consolidated financial statements
In our opinion, after performing the specific procedures on the directors’ report on the consolidated
financial statements, this report is consistent with the consolidated financial statements for that same year
and has been established in accordance with the requirements of article 3:32 of the Code of companies and
associations.
In the context of our statutory audit of the consolidated financial statements we are also responsible to
consider, in particular based on information that we became aware of during the audit, if the directors’
Biocartis Group NV | 31 December 2023
5
report on the consolidated financial statements is free of material misstatement, either by information that
is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware
of such material misstatement.
Statements regarding independence
Our audit firm and our network have not performed any prohibited services and our audit firm has
remained independent from the group during the performance of our mandate.
The fees for the additional non-audit services compatible with the statutory audit, as defined in article
3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the
notes to the consolidated financial statements.
Single European Electronic Format (ESEF)
In accordance with the draft standard on the audit of the compliance of the financial statements with the
Single European Electronic Format ("ESEF"), we are required to check the compliance of the ESEF format and
of the tagging with the technical regulatory standards as defined by the European Delegated Regulation No.
2019/815 of 17 December 2018 (hereinafter "Delegated Regulation").
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the
consolidated financial statements in the form of an electronic file in ESEF format (digital consolidated
financial statements) included in the annual financial report.
Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the
tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF
requirements as stipulated by the Delegated Regulation.
The annual financial report and the digital consolidated financial statements have not yet been delivered to
us at the date of this report.
Biocartis Group NV | 31 December 2023
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem
VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE86 5523 2431 0050 - BIC GKCCBEBB
Member of Deloitte Touche Tohmatsu Limited
Other statements
This report is consistent with our additional report to the audit committee referred to in article 11 of
Regulation (EU) No 537/2014.
Signed at Zaventem,
The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by Nico Houthaeve
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