ANNUAL REPORT
2021
A listed company
CONTENTS
GENERAL
Page
General information
4
7
Statutory auditor
MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
Strategic shift
8
9
Highlights of 2021
Important events after the accounting reference period
Financial review of the year ending December 31, 2021
Human resources
10
11
16
16
17
17
17
17
17
17
Group structure
Risk factors
Capital increases, decreases and issuance of financial instruments
Use of authorized capital
Research and development
Corporate governance
Other information
RISK FACTORS
Risks related to financial position
Risks related to third parties
Other risks
19
21
22
CORPORATE GOVERNANCE
Corporate governance charter
Board of directors
23
24
28
30
30
35
36
37
38
Committees
Executive management
Shares and shareholders
Internal control and risk management
Market abuse
Remuneration report
Conflict of interest and related parties
FINANCIAL STATEMENTS
EU-IFRS Financial statements
41
2
Notes to the EU-IFRS financial statements
Statutory auditor’s report
Statutory financial statements
OTHER
46
76
80
Definitions
85
87
88
Glossary
Financial calender
3
GENERAL
General information
Annual Report Overview
The Company has prepared its 2021 Annual Report in English and has not prepared a French translation of
this Annual Report.
Availability of the Annual Report
To obtain a copy of the 2021 Annual Report, please contact:
DMS Imaging (ex ASIT Biotech)
Delphine de Courson
ddecourson@dms-imaging.com
This Annual Report is also available from DMS Imaging (ex ASIT Biotech) website at www.asitbiotech.com.
Forward Looking Statements
This Annual Report contains forward-looking statements and estimates made by the Company with respect
to the envisaged transaction of the Company with DMS Group, anticipated future performance of DMS
Imaging (ex ASIT biotech) and the market in which it operates. It is important to remind that, as at 31
December 2021, one main condition precedent, the approval of the transaction with DMS by
ASIT’sShareholders’ Meeting, was still to be obtained before closing and the 2021 financial statement have
been prepared taking into account this incertinity. Certain of these statements, forecasts and estimates can
be recognized by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”,
“plans”, “seeks”, “estimates”, “may”, “will”, “predicts”, “projects” and “continue” and similar expressions. They
include all matters that are not historical facts. Such statements, forecasts and estimates are based on
various assumptions and assessments of known and unknown risks, uncertainties and other factors, which
were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to
predict and may depend upon factors that are beyond the Company’s control. Therefore, actual results, the
financial condition, performance or achievements of DMS Imaging (ex ASIT biotech), or industry results,
may turn out to be materially different from any future results, performance or achievements expressed or
implied by such statements, forecasts and estimates. Factors that might cause such a difference include, but
are not limited to, those discussed in the section “Risk Factors”. Furthermore, forward-looking statements,
forecasts and estimates only speak as of the date of the publication of this Annual Report. DMS Imaging
(ex ASIT biotech) disclaims any obligation to update any such forward-looking statement, forecast or
estimates to reflect any change in the Company’s expectations with regard thereto, or any change in events,
conditions or circumstances on which any such statement, forecast or estimate is based, except to the extent
required by Belgian law.
All statements are made, and all information is provided, as of the date of this Annual Report, except when
explicitly mentioned otherwise.
4
Market and Industry Information
Information relating to markets and other industry data pertaining to the Company’s business included in
this Annual Report has been obtained from internal surveys, scientific publications, section association
studies and government statistics. The Company accepts responsibility for having correctly reproduced
information obtained from publications or public sources, and, in so far as the Company is aware and has
been able to ascertain from information published by those industry publications or public sources, no facts
have been omitted which would render the reproduced information inaccurate or misleading. However, the
Company has not independently verified information obtained from industry and public sources. Certain
other information in this Annual Report regarding the industry reflects the Company’s best estimates based
on information obtained from industry and public sources. Information from Company’s internal estimates
and surveys has not been verified by any independent sources.
Company Information
The Company has the legal form of a company with limited liability (société anonyme/naamloze
vennootschap), organised under the laws of Belgium. The Company was incorporated on May 23, 1997 for
an indefinite duration. Pursuant to the provisions of the BCCA, the liability of the shareholders of the
Company is in principle limited to the amount of their respective committed contribution to the capital of
the Company. The Company is registered with the Crossroads Bank for Enterprises under number
460.798.795 (RLP: Liège).
The Company’s registered office is located at Rue des Chasseurs Ardennais 7, 4031 Liège, Belgium. The
Company’s legal and commercial name was Biotech Tools until 5 August 2015 when the Company was
renamed ASIT Biotech. Since the finalization of the transaction with DMS Group, in January 2022, the legal
and commercial name of the Company has been changed to become DMS Imaging. As December,31, 2021,
the date of the report, the Company is not part of a group of companies and does not own a stake in a
subsidiary. The Company incorporated the subsidiary Biotech Tools Factory SA in 2009 but this subsidiary
was liquidated on June 26, 2015. As of January 24, 2022, the Company is part of the French DMS Group and
owns stakes in a number of subsidiaries (Apelem, AXS and Medilink).
The Company has filed its deed of incorporation and its restated Articles of Association and all other deeds
and resolutions that are to be published in the Belgian Official Gazette (Moniteur belge) with the clerk’s
office of the commercial court of Liège (Belgium), where such documents are available to the public. The
Company is registered with the register of legal entities of Liège under company number 0460.798.795. A
copy of the most recent restated Articles of Association, the reports of the board of directors and the
minutes of the shareholders’ meeting are also available on the Company’s website (www.asitbiotech.com).
The Company prepares annual audited and EU - IFRS financial statements. All financial statements, together
with the reports of the board of directors and the statutory auditor are filed with the National Bank of
Belgium, where they are available to the public. Furthermore, as a company with shares listed and admitted
to trading on Euronext Brussels and Paris, the Company published an annual financial report (including its
financial statements and the reports of the board of directors and the statutory auditor) and an annual
announcement prior to the publication of the annual financial report, as well as a half-yearly financial report
on the first six months of its financial year. Copies of these documents are available on the Company’s
website (www.asitbiotech.com) and STORI, the Belgian central storage platform which is operated by the
FSMA and can be accessed via its website (www.fsma.be).
The Company must also disclose price sensitive information and certain other information relating to the
public. In accordance with the Belgian Royal Decree of November 14, 2007 relating to the obligations of
5
issuers of financial instruments admitted to trading on a Belgian regulated market, such information and
documentation has been made or will be made available through the Company’s website, press release and
communication channels of Euronext Brussels.
Articles of Association
Certain content in this Annual Report is derived from the Articles of Association, which were last amended
on May 26, 2020 before the end date of this report, being December 31, 2021. The content provided herein
is only a summary and does not intend to provide a complete overview of the Articles of Association or the
relevant provisions of Belgian law. Neither should it be considered as legal advice regarding these matters.
It is to be noted that, post closing, on January 24, 2022, the Articles of Association of the Company have
been modified to reflect the new object of the Company. These modifications, realized in the course of the
following financial year, have not been taken into account in the 2021 Management and Corporate
Governance reports.
Corporate Purpose
The corporate purpose of the Company is set forth in Article 3 of its Articles of Association. The corporate
purpose reads (in translation from the French original text and following the modification of the Company’s
Articles of Association on January 24, 2022) as follows:
“The purpose of the Company is, as well in Belgium as abroad, as well in its own name and for its own
accounts as in the name or for the account of third parties:
•
to exercise the activities of a holding company; as such, the Company may acquire (by subscription,
offer, transfer, purchase or otherwise) and hold in its own name shares, securities, bonds and movable
assets issued or guaranteed by any company throughout the world, in any manner whatsoever;
•
•
•
The Company may give security both for its own commitments and for the commitments of third
parties, inter alia, by mortgaging or pledging its assets, including its own goodwill. It can act as
guarantor or provide security for companies or private persons, in the broadest sense.
In general, it has full legal capacity to carry out all acts and operations directly or indirectly related to
its purpose or which would be of a nature to facilitate directly or indirectly, entirely or partially, the
realization of this purpose.
It may take an interest by way of association, contribution, merger, financial intervention or in any
manner whatsoever in any company, association or enterprise whose purpose is identical, similar or
related to its own or likely to promote the development of its business or to constitute a source of
outlets for it.
•
•
It may act as director or liquidator in other companies.
In the event that the performance of certain acts is subject to prerequisites for access to the profession,
the company will make its action, with regard to the performance of these acts, subject to the fulfilment
of these conditions.”
6
Statutory auditor
The Statutory auditor of the Company are:
•
RSM Réviseurs d’Entreprises SRL, a civil company, having the form of a cooperative company (société
cooperative / coöperatieve vennootschap) organized and existing under the laws of Belgium, with
registered office at 1151 chaussée de Waterloo, 1180 Brussels, registered with the Crossroads Bank for
Enterprises under number 429.471.656 and registered with the Institute of Statutory Auditor (Institut
des Réviseurs d’Entreprises / Instituut van de Bedrijfsrevisoren) under number B00033, represented by
Luis Laperal, was appointed on June 13, 2019 for a term of 3 years, ending immediately after the closing
of the shareholder’s meeting to be held in 2022, that will have deliberated and resolved on the financial
statements for the financial year ended on December 31, 2021.
7
MANAGEMENT REPORT OF THE BOARD OF
DIRECTORS
The board of directors of the Company assumes responsibility for the content of this Annual Report. The
board of directors declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Annual Report is, to the best of its knowledge, in accordance with the facts
and contains no omission likely to affect its content.
On behalf of the board of directors
Jean-Paul ANSEL
Chairman
Strategic shift
DMS Imaging (ex ASIT biotech) was a biopharmaceutical company whose mission was to lead an evolution
in allergy therapeutics by creating a new generation of highly effective and efficient immunotherapy
treatments for environmental and food allergies. Leveraging proprietary ASIT+ platform, the Company
intended to deliver a pipeline of best-in-class short course therapies that overcome the risks and limitations
of current allergy immunotherapy treatments. Its breakthrough product candidates were intended to deliver
recognizable improvement in the quality of life for patients, within weeks rather than months or years
following treatment initiation. The Company’s lead product gp-ASIT+TM, developed for the treatment of
allergic rhinitis due to grass pollen, did not meet the primary endpoint in a second Phase III study. As a
result the Company had to protect itself against its creditors and had to look for a business partner.
In April 2021, a binding agreement with DMS SA was signed to contribute the imaging business of DMS
Group to ASIT biotech. As December,31, 2021, this binding agreement was subject to one final condition
precedent which was the approval of the transaction by ASIT Biotech’s Shareholders’ Meeting.
This approval was obtained on January,24, 2022.
8
Highlights of 2021
Judicial reorganization (PRJ)
The Company has filed its judicial reorganization plan on January 11, 2021. The plan was approved by the
creditors on February 3, 2021. The Court of Liège homologated the plan on February 9, 2021. One creditor,
the Walloon Region, appealed the judgement approving the restructuring plan. On September,14, 2021,
the Appeal Court confirmed the decision of the Court of Liege to homologate the plan.
On January 18, 2022 DMS Imaging (ex ASIT biotech) was informed that the Walloon Region had formed an
appeal in Cassation to the decision of the Appeal Court with the Cassation Court. This procedure in cassation
does not prevent the execution of the reorganization plan.
As a consequence of this homolgation, in the 2021 financial statements, ASIT biotech has written off 80%
of the liability of the creditors who had not opted for the conversion scenario offered by the reorganization
plan and has recognized a financial product of 4.4 million in that respect.
Contribution Agreement with DMS Group
In January 2021 a non-binding heads of agreement was signed with DMS Group which proposed to
contribute its imaging business to ASIT biotech.
On April 16, 2021 a binding contribution agreement was signed with DMS Group subject to a number of
conditions precedent including among others :
-
-
the final homologation of the restructuring plan, and
the approval of the transaction by the General Assemblies of both parties
In September 2021, the Appeal Court confirmed the decision to homologate the reorganization Plan.
On December 30, 2021, the DMS shareholders’ meeting approved the transaction, with was followed by an
approval by the Asit Biotech Shareholders’ Meeting following on January 24, 2022.
Other informations relating to the biotechnological activity
The Company has decided in January 2021 to stop the phase of use of the research project house dust mite
(RCA 7239 HDM). The Company has also decided in January 2021 not to extend the duration of the research
project FOOD so the convention (RCA 7655 FOOD) came to an end. It will also not enter into the phase of
use. The Walloon Region was informed of both decisions. As a result the debt position of the Company will
be impacted. The reimbursement amounts of the RCA 7239 HDM accounted for a total amount of € 338,100
(excluding interests) has been reduced to € 41,517 (€ 40,000 excluding interests). The cash advances of the
RCA 7655 FOOD accounted for a total amount of € 731,724 are expected to be reduced to € 329,414. The
final amount is subject to final approval of the Walloon Region of the expenses and related invoices
accepted to be expected shortly after the PRJ. The reimbursements of 2019 and 2020 will be due and are
expected to be € 26,415.
The Company has transferred all property rights and results relating to the findings of both research projects
to the Walloon Region.
9
Important events after the accounting reference date
Litigation with former management
In April 2019, the former CEO of the Company, Mr. Thierry Legon initiated a legal procedure against the
Company in order to obtain from the latter the payment of a termination indemnity corresponding to two
years of remuneration calculated on the basis of the fixed and variable remuneration paid by the Company
to Mr. Legon for the last two years before the termination and of the lost warrants.
On January 20th, 2022, the decision of the Court in this case was rendered in first instance. Based on this
decision, the estimated amount which had been provided by the Company in its 2021 financial statements
seems appropriate.
Other informations relating to the activity of the Company
On January 24th, 2022, the Shareholders’ Meeting of ASIT Biotech approved the contribution of the Imaging
division of DMS Group to ASIT Biotech.
As a consequence two capital increases were approved :
-
-
a number of creditors have contributed their debt to ASIT Biotech through a contribution in kind
so that the capital has increased from 17 076 221.76 € to 21 071 856.50 €.
This was followed by DMS Group’s contribution in kind to ASIT Biotech:
o
100% of shares issued by AXS
o
100 of shares issued by APELEM including inderecty its subsidiaries and the bone
densitometry activity previously contributed from DMS to APELEM
100% of shares issued by MEDILINK; and
o
o
Current accounts held by DMS Group on the medical imaging division subsidiaries
As a result, the capital of ASIT Biotech increased from 21 071 856.50 € to 66 071 856.50 €, now 88.33%
being owned by DMS Group.
As part of the transaction, the company ASIT Biotech changed its name to become DMS Imaging. The social
object was also adapted to the new activities of the company.
The company’s Board of Directors was replaced. It will now be represented by
-
-
-
Mr Jean-Paul ANSEL, Executive Director and Chaiman of the Board of Directors
Mr Samuel Sancerni, Executive Director and Managing Director, and
Mrs Louise Armengaud, Non Executive Director.
10
Financial review of the year ending December 31, 2021
Discussion and analysis of the EU – IFRS financial statements
The EU - IFRS financial statements have been prepared in accordance with IFRS and have been drawn up
by the board of directors on April 29, 2022. The financial statements will be communicated to the
shareholders at the annual general shareholders’ meeting in June, 2022.
Comparison of the years ended December 31, 2021 and 2020
EU - IFRS income statement and other comprehensive income (in € ‘000)
2021
2020
Other operating income / (expenses)
Research and development expenses
General and administrative expenses
Operating loss for the period
4,639
-
(754)
3,885
92
53
(1,043)
(897)
Financial income
Financial expense
26
(15)
74
(539)
Profit/ (Loss) for the period before taxes
Taxes
3,896
(1)
(1,362)
0
Profit/ (Loss) for the period
Other comprehensive income
Comprehensive loss for the period
3,895
(1,362)
3,895
3,895
0.18
(1,362)
(1,362)
(0.06)
Profit/ (Loss) for the year
Attributable to owners of the Company
Profit/ (Losses) per share (in € per share)
- basic and diluted
The operating result for 2021 amounts to € 3,9 million mainly composed of
•
a € 4,3 million profit attributable to the partial de-recognition of account payable (€ 3,3 million) and
CNs 2019 (€ 1.0 million) following agreement reached with the creditors of the Company under the
PRJ, and
•
general and administrative expenses of € 0,8 million as compared to € 1.0 million in the previous
year
The net financial result was € 11 thousand positive in 2021 whilst € 0.46 million negative in 2020. Indeed, in
2021, the convertible bonds are no longer interest bearing.
The reported profit for the full year 2021 amounted to € 3.9 million or € 0.18 profit per share (basic and
diluted). In 2020, the Company had a net loss of € 1.4 million or € 0.06 loss per share (on an undiluted basis).
11
EU – IFRS statement of financial position (in € ‘000)
ASSETS
Dec 31, 2021
Dec 31, 2020
Property, plant and equipment
Right to use an asset
35
0
129
0
Other long-term receivables
Non-current assets
1,574
1,609
1,917
2,046
Trade receivables
Other receivables
0
383
0
233
Other current assets
Cash and cash equivalents
Current assets
6
8
1,218
1,607
2,851
3,092
Total assets
3,216
5,138
Total assets at the end of December 2021 amounted to € 3.2 million compared to € 5.1 million at the end
of December 2020, mainly impacted by a cash consumption of 1.5M€
EQUITY AND LIABILITIES
Dec 31, 2021
Dec 31, 2020
Capital and reserves
Capital
Share premium
Cost of capital increase
Share based payment reserve
Convertible notes 2018 specific reserve
Convertible notes 2019 equity component
Accumulated deficit
17,076
38,630
(2,365)
104
17,076
38,630
(2,365)
90
666
317
(60,049)
(5,635)
983
-
(56,154)
(1,725)
Total equity attributable to shareholders
Liabilities
Provision
Financial debt
Leasing debt
79
-
-
132
293
0
Non-current liabilities
Financial debt
Convertible notes
Leasing debt
79
-
3,954
0
405
90
5,292
0
Trade payables
Other payables
Current liabilities
78
830
4,862
4,252
733
10,367
Total liabilities
4,941
3,216
10,772
5,138
Total equity and liabilities
12
Equity increased from € (5,6) million at the end of December 2020 to € (1.7) million at the end of December
2021, mainly as a result of the profit of 2021 for an amount of € 3,9 million (see above).
Liabilities amounted to € 4,9 million in 2021 compared to € 10.7 million at the end of December 2020,
representing a decrease of €5.8 million.
The decrease in liabilities resulted mainly from the partial de-recognition of account payable (€ 3,3 million)
and CNs 2019 (€ 1.0 million) following the agreement reached with the creditors of the Company under the
PRJ.
EU - IFRS statement of cash flows (in € ‘000)
2021
(1,603)
278
2020
(1,377)
638
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
(308)
(59)
Net increase/ (decrease) in cash and cash equivalents
(1,633)
(798)
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
2,851
1,218
3,649
2,851
Net cash used in operating activities amounted to € 1.6 million for the full year 2021 compared to € 1.3
million for the full year 2020. It was mainly composed of supplier payments.
Net cash generated in investing activities of € 0.3 million in 2021 and was related to tax credits on R&D
activities effectively received. Cash outflow from financing activities € 0,3 million was related to the
reimbursement of notes.
13
Discussion and analysis of the statutory financial statements
DMS Imaging Income Statement BGAAP (in 000’s €)
2021
0
2020
0
Revenues
R&D capitalized expenses (own production)
Other operating income
Operating income
0
0
26
26
0
310
310
0
Cost of sales
Sundry expenses (G&A and R&D)
Payroll expenses
Depreciation charges
Provisions for risks and charges
Other operating charges
Operating expenses
(781)
-
(13)
53
(22)
(763)
27
(874)
(124)
(120)
0
(1)
(1,119)
97
Financial income
Financial expense
(15)
(441)
4 326
(1)
(181)
(1,177)
(85)
0
Profit/(Loss) before taxes and exceptional items
Exceptional income / (charges)
Taxes
Profit/(Loss) for the period
3 884
(1,262)
Transfer to untaxed reserve
Profit/(Loss) to be affected
(4 358)
(474)
In 2021, other operating income is mainly composed of the write off of part of a liability with the Walloon
Region
Operating expenses amount to (763) K€ as compared to (1,119) K€ in 2020. They are mainly composed of
G&A expenses amounting to (781) K€ and there are no payroll expenses anymore.
Exceptional income 4 326 K€ is explained by the partial write off of the lialibity following the acceptance of
the PRJ. For tax purposes, this exceptional item is then reclasse to other reserve and the result to be affected
for the year is therefore -474 K€
DMS Imaging Balance Sheet BGAAP (in 000’s €)
ASSETS
Dec 31, 2021
Dec 31, 2020
Intangible assets
0
34
3
0
130
16
Property, plant and equipment
Other long-term receivables
Non-current assets
37
146
Receivables
383
1,218
1,577
3,178
291
2,851
1,908
5,050
Cash and cash equivalents
Deferred charges/Accrued income
Current assets
Total assets
3,216
5,196
14
Total assets at the end of December 2021 amounted to € 3.22 million compared to € 5.20 million at the end
of December 2020. mainly impacted by a decrease cash and cash equivalents and accrued income.
EQUITY AND LIABILITIES
Dec 31, 2021
Dec 31, 2020
Capital and reserves
Capital
Share premium
Untaxed reserve
Other reserves
Capital subsidy
Total equity
17,076
38,630
4,358
(61,733)
0
17,076
38,630
(61,258)
0
(5,552)
(1,668)
Provision for risks and charges
79
132
Provisions and deferred taxes
79
132
Liabilities
Other debt
Financial debt
Trade payables
Social and taxes related liabilities
Other current liabilities
Total liabilities
42
3,954
77
0
732
390
5,242
4,252
0
732
10,616
4,805
Total equity and liabilities
3,216
5,196
Equity increased from € (5.55) million at the end of December 2020 to € (1.67) million at the end of
December 2021, mainly as a result of the transfer to a untaxedreserve for an amount of € 4,35 million (see
above).
Liabilities amounted to € 3.21 million in 2021 compared to € 5.19 million at the end of December 2020,
representing a decrease of € 1.98 million. The decrease in liabilities resulted mainly from the partial write
off of liability under the PRJ.
15
Human Resources
In financial year 2021, the company did not have any employee.
The mandate of CEO was occupied by a subcontractor SFH represented by Mr Frank Hazevoets.
Group structure
As at 31 December 2021, the Company did not have any subsidiaries nor branches.
Since the realization of the contribution in kind on January 24, 2021, DMS Imaging Group Structure is the
following:
16
Risk factors
The risk factors relating to the Company and its activities are detailed in the section RISK FACTORS.
Capital increases, decreases and issuance of financial
instruments
The Company did no capital increase nor decrease and did not issue any financial instruments in the course
of 2021. No warrants were exercised.
At December 31, 2021, the Company’s share capital amounted to € 17.08 million (€ 17,076,221.76) and was
fully paid-up. It is represented by 21,892,592 ordinary shares without nominal value and representing the
same pro rata fraction of the share capital.
Use of authorized capital
On June 8, 2017, the Company’s Shareholders’ Meeting has authorized the board of directors to increase
the share capital of the Company within the framework of the authorized capital with a maximum of € 9.99
million (€ 9,988,758).
Since this authorization, the board of directors has used the authorized capital in a number of circumstances.
Additional information can be found in the section CORPORATE GOVERNANCE under Shares and
shareholders titled “changes in share capital”. At the date of this Annual Report, the balance of unused
authorized capital is € 5.12 million.
Research and development
Given the actual situation of the Company, the cost of R&D was nil in 2021.
Corporate governance
The Company’s Corporate Governance Charter and related policies are detailed in the section CORPORATE
GOVERNANCE.
Other information
Independence and expertise of at least one member of the audit committee
As at 31 December 2021, the following directors were members of the audit committee: RE Finance
Consulting, represented by Mr. Yves Désiront and SFPI SA, represented by Mr. François Fontaine. The two
members are both non-executive directors. There wasno independent director given the specific situation
of the Company. The two members of this committee had a very good expertise in audit and finance. Their
17
profile and professional experience are summarized in the section CORPORATE GOVERNANCE under Board
of directors titled “Composition of the board of directors”.
Environment, health and safety
In accordance with the Walloon Decree of March 11, 1999 regarding environmental permits, the laboratory
of the Company in Liège was of class 3. Class 3 facilities are facilities with the lowest environmental impact
and, as a result, their operation does not require the granting of an environmental permit but requires the
filing of an application with the municipality on whose territory the facility is located.
On September 2, 2015, the Company electronically filed an environmental declaration for its laboratory with
the municipality of Liège. On September 10, 2015, the declaration was deemed inadmissible and
rectifications of pure form were required (e.g. not all chemical products referred to in the declaration are
classified under the prescribed category). The Company filed an amended declaration on October 27, 2015
with the municipality of Liège. Given that the municipality did not oppose to the declaration within the 15-
day period starting with the filing of the declaration, the declaration has become final and the Company
can validly exercise its activities in the Liège premises.
All the waste rejected by the Company was managed by a specialised company and did not raise any
environmental or health and safety concerns.
The Company has no labs anymore since January 1, 2021.
Material contracts
The Company has no material contracts anymore.
18
RISK FACTORS
The risks and uncertainties that the Company believes are material are described below. However, these
risks and uncertainties may not be the only ones faced by the Company and are not intended to be
presented in any assumed order of priority. As the Company has stopped all R&D operating activities related
to the allergy field, the Company expects that the risks related to product development, to product
commercialization, to regulatory environment, to intellectual property and to structure and operations have
lost most of their relevance. Nevertheless, the reader is invited to look at the annual report of 2020 for
having a look at the risks mentioned. Additional risks and uncertainties not presently known, or those that
management currently believes to be immaterial, may also affect the Company’s business, financial
condition and results of operations. The Annual Report also contains forward-looking statements that
involve risks and uncertainties.
If any of the risks described below materializes, the Company’s business, results of operations, financial
condition and prospects could be materially adversely affected and the Company’s ability to continue as a
going concern could even be endangered. In that case, the value of the Company’s shares could decline,
and Shareholders could lose all or part of their investment. The Company has taken - and will continue to
take - measures to control these risks as most efficiently as possible. However, there is no guarantee that
these measures are adequate and complete to deal with all eventualities. Therefore, it cannot be completely
excluded that some of these risks will occur and could affect, among others, the Company’s business,
turnover, financial position and results.
Risks related to financial position
The Company has a history of operating losses and an accumulated deficit and may never become
profitable.
The Company has incurred significant operating losses since it was founded in 1997. Its accumulated deficit
in the statement of financial position as at December 31, 2021 under IFRS rules amounts to € 67.7 millions.
These losses reflect the previous investments in research and development, in manufacturing capacities, in
pre-clinical testing, in clinical development of product candidates and the costs incurred from general and
administrative expenses. The board of directors applied several times the procedure prescribed under article
7:228 and 7:229 BBCA. The last time was at the board of directors of February 21, 2020, when an
extraordinairy shareholders meeting was convened that took place on May 26, 2020. If a company’s net
assets book value is lower than half of its share capital amount, Article 7:228 BBCA requires the convening
of a shareholders’ meeting within two months after the date at which the loss was (or should have been)
determined. This meeting would then decide on the going concern or winding up of the company. The
Company also obtained the benefit of the judicial reorganization procedure, and is today protected against
its creditors.
The Company has stopped all R&D operating activities in the allergy field. Nevertheless, as a stock listed
company it will further incur certain general and administrative expenses and hence will incur further losses
for the next several years.
There can be no assurance that the Company will earn revenues or achieve profitability, which could impair
the Company’s ability to sustain operations or obtain any required additional funding.
This risk is contemplated at the closing date of the accounts, 31 December 2021, and does not take into
account the future transaction with DMS Group, approved in January 2022.
19
The Company has a limited cash position with no financing instruments available for the time being.
As at December 31, 2021, the cash position of the Company amounted to € 1.22 million and the Company
had no financing instruments available.
At the date of publication of this Annual Report, based on the contribution in kind realized with DMS Group
and the choice of certain creditors to opt for the conversion scenario, the Company expects that it does
have sufficient working capital to cover its working capital needs for a period of at least 12 months following
the date of publication of this Annual Report.
The Company has obtained R&D tax credits. There is a risk that the Company would loose these R&D
tax credits in case of a change of control.
The Company has made significant R&D investments which, pursuant to Belgian income tax law provisions,
have entitled the Company to claim the benefit of R&D tax credits. This R&D tax credits amount to 1.9 M€ as
at 31 December 2021.
The transaction with DMS Group in 2022 which involves a major change in the shareholding of the Company
could lead to the application of articles 207 and 292, §2 of the Belgian income tax code. These provisions
foresee that in the event of a change of control of a company, tax losses carried forward (but also other tax
latencies) and R&D tax credits are only maintained by the company to the extent that this change of control
meets legitimate economic or financial needs. Based on the common definition that the concept of legitimate
economic or financial needs has received from tax authorities, including the Ruling Commission, courts and
tribunals, and based on the envisaged transaction, there could be a risk that, in the event of a tax audit
following the transaction, tax authorities could challenge the existence of such legitimate needs.
In order to mitigate that risk, the Company has decided to ask for a ruling to the Tax administration. The
financial consequences of the tax ruling decision will be reflected in the financial statements once the position
of the Tax administration has been received.
The Company benefits from tax losses carried forward. There is a risk that the Company would loose
these tax losses carried forward in case of a change of control.
The Company benefits from a significant amount of tax losses carried forward amounting to 67.7 M€ as at 31
December 2021. Considering the financial history of the Company, these tax losses carried foward have not
been activated in the balance sheet of the Company.
The transaction with DMS Group in 2022 which involve a major change in the shareholding of the Company
could lead to the application of articles 207 and 292, §2 of the Belgian income tax code. These provisions
foresee that in the event of a change of control of a company, tax losses carried forward (but also other tax
latencies) and R&D tax credits are only maintained by the company to the extend this change of control meets
legitimate economic or financial needs. Based on the common definition that the concept of legitimate
economic or financial needs has received from tax authorities, including the Ruling Commission, courts and
tribunals, and based on the envisaged transaction, there could be a risk that, in the event of a tax audit
following the transaction, tax authorities could challenge the existence of such legitimate needs.
In order to mitigate that risk, the Company has decided to ask for a ruling to the Tax administration.
Remuneration of former management
In 2022, after the finalisation of the transaction with DMS Group, the former management of the Company
claimed for the payment of a variable remuneration linked to the realisation of the transaction. This
remuneration is being reviewed by the Company.
20
No provision has been recorded in that respect in the statutory 2021 financial statements of the Company.
Risks related to third parties
The Company has obtained significant funding from the Brussels-Capital and Walloon Regions. The
terms of the agreements signed with the Regions may hamper the Company to partner part or all its
products and restrict the Company’s ability to determine the location of its premises.
The Company has entered into funding agreements with the Brussels-Capital Region (the Brussels Grants)
and the Walloon Region (the Walloon Grants) to finance its research and development programs.
According to the terms of the Brussels Grants, the Company would be required to ensure the industrial and
commercial development is in the interest of the economy, employment and the environment in the
Brussels-Capital Region. The sale of patents or know-how and licensing to companies located outside the
Brussels-Capital Region must meet the same recovery goals. The Brussels-Capital Region may request the
Company for partial or total repayment of subsidies received if the Company breached its commitment. The
Company may not be able to reimburse these grants pursuant to the terms of these contracts, or such
repayment could affect the funding of its clinical and scientific activities. The Company agreed to pursue
activity on the territory of the Brussels-Capital Region in the 10 years following the end date of the
agreements granting subsidies (i.e., until March 2018).
The Company has also decided to partially finance some of its development program of its house dust mite
product candidate as well as food allergy product candidates with funding from the Walloon Region, and
as a result, the Company is bound by the terms and conditions of the Walloon Grants. The Walloon Grants
are dedicated to support specific research projects, and their terms may limit the Company’s ability to
conduct research with third parties in the field of such research projects and prohibit the granting of any
other rights relating to the Company’s findings of such research projects to third parties. Also, the Company
needs to obtain the consent of the Walloon Region for any transfer, out-licensing or sale to a third party of
any or all of the research projects related results, which may reduce the Company’s ability to partner or sell
part or all of its products.
Furthermore, when research projects partially funded by the Walloon Region will enter into their phase of
use (meaning the phase following the research phase and during which the Company will use the results of
the research projects for commercial purposes), the Company will have to start reimbursing the funding
received on an annual basis. Such phase of use of the results arising from the research project regarding
house dust mite allergy started in 2017. The reimbursement will be divided into a fixed part (for an amount
of € 25,000 for 2019 and € 40,000 for 2020) and a variable part dependent upon the Company’s turnover.
The Company may not be able to reimburse such funding under the terms of the agreements or such
reimbursement may jeopardize the funding of its clinical and scientific activities.
The Company has decided in January 2021 to stop the phase of use of the research project house dust mite
(RCA 7239 HDM) and not to enter into the phase of use with respect to the research projects FOOD (RCA
7655 FOOD). It must transfer all property rights and results relating to the findings of the research projects
to the Walloon Region. The Company is also prohibited from conducting any research for any third party
relating to the research projects for a period of 72 months following the Company’s decision not to enter
into the phase of use. The above commitments are binding contractual undertakings of the Company. If the
Company does not respect its contractual undertakings, it could be held liable for breach of contract.
21
Other risks
Judicial reorganisation
The Company has filed its judicial reorganization plan on January 11, 2021. The plan was approved by the
creditors on February 3, 2021. The Court of Liège homologated the plan on February 9, 2021. One creditor,
the Walloon Region, appealed the judgement approving the restructuring plan. In September 2022, the
Appeal Court of Liège confirmed the decision of the Court of Liège to homologate the plan.
On January 18, 2022, DMS Imaging (ex ASIT biotech) was informed that the Walloon Region had formed an
appeal in Cassation to the decision of the Appeal Court. This procedure in cassation does not prevent the
execution of the reorganization plan but the outcome of that procedure could lead to future adjustement
in the restructuring plan approved if the decision of the Appeal Court is annulled by the Cassation Court.
The Company or third parties upon whom the Company depends may be adversely affected by
natural disasters and/or global health pandemics, and its business, financial condition and results of
operations could be adversely affected.
The occurrence of unforeseen or catastrophic events, including extreme weather events and other natural
disasters, man-made disasters, or the emergence of epidemics or pandemics, depending on their scale, may
cause different degrees of damage to the national and local economies and could cause a disruption in the
Company’s operations and have a material adverse effect on its financial condition and results of operations.
Man-made disasters, pandemics, and other events connected with the regions in which the Company
operates could have similar effects. If a natural disaster, health pandemic, or other event beyond its control
occurred that prevented the Company from using all or a significant portion of its office and/or lab spaces,
damaged critical infrastructure, such as its manufacturing facilities or its manufacturing facilities of its third-
party contract manufacturers, or that otherwise disrupted operations, it may be difficult for the Company
to continue its business for a substantial period of time.
As of the date of this Annual Report, Belgium, where the Company operates, is no longer impacted by
temporary closures or other governmental measures. The length or severity of this pandemic cannot be
predicted neither the impact it could have on the future activity of the Company in the context of the change
of control. The Company will continue to monitor the situation.
22
CORPORATE GOVERNANCE
This section summarizes the rules and principles by which the Company’s corporate governance is
organized, and which are contained in the BBCA, other relevant legislation, the Company’s articles of
association and the corporate governance charter (“CGC”) of the Company. Please note that the Company’s
corporate governance has changed significantly as of January 24, 2022. These changes do not form the
subject of this Report and are thus not included herein.
Corporate Governance Charter
The Company has adopted its CGC with the new Belgian corporate governance code of 2020 (“Code 2020”)
at March 25, 2020, the CGC2020. The CGC2020 is applicable for the fiscal year 2020.
The CGC 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 topics.
The CGC must be read together with the Articles of Association.
The Company complies with the corporate governance principles contained in the Belgian corporate
governance code of 2020 for the fiscal year 2021, except regarding the independence of directors (the
Company has no independent director) :
•
Stock based incentives have been awarded to its non-executive directors in the past, upon advice
of the remuneration and nomination committee. These non-executive directors do no longer form
part of the Board of Directors as of the date of this Report. This was contrary to provision 7.7 of the
Code 2009 and to provision 7.5 of the Code 2020 that provides that non-executive directors should
not be entitled to performance-related remuneration such as (amongst others) stock related long-
term incentive schemes;
•
•
The Company has not retained the following provision under the new Code2020 to be considered
as independent director : “Not be receiving, or having received during their mandate or for a
period of three years prior to their appointment, any significant remuneration or any other
significant advantage of a patrimonial nature from the company or a related company or person,
apart from any fee they receive or have received as a non-executive board member”;
The Company has not retained a three year period for certain provisions under the Code2020 to be
considered as independent director. This is for each provision specifically indicated in the section
below under Board of directors titled “Independent directors”.
What constitutes good corporate governance will evolve with the changing circumstances of a company
and with the standards of corporate governance globally and must be tailored to meet those changing
circumstances. The board of directors intends to update the CGC as often as required to reflect changes to
the Company’s corporate governance.
The articles of association and the CGC are made available on the Company’s website
(www.asitbiotech.com) and can be obtained free of charge at the Company’s registered office.
23
Board of directors
Powers and Responsibilities
The Company has opted for a “one tier” governance structure whereby the board of directors is the ultimate
decision making body, with the overall responsibility for the management and control of the Company and
is authorized to carry out all actions that are considered necessary or useful to achieve the Company’s
purpose. The board of directors has all powers except for those reserved to the shareholders’ meeting by
law or the articles of association.
Pursuant to the CGC, the role of the board of directors is to pursue the long term success of the Company
by providing entrepreneurial leadership and enabling risks to be assessed and managed. The board of
directors decides on the Company’s values and strategy, its risk appetite and key policies. The board of
directors is assisted by a number of committees in relation to specific matters. The committees advise the
board of directors on these matters, but the decision making remains with the board of directors as a whole.
The board of directors appoints and removes the chief executive officer (“CEO”). The role of the CEO is to
implement the mission, strategy and targets set by the board of directors and to assume responsibility for
the day-to-day management of the Company. The CEO reports directly to the board of directors.
Pursuant to the BBCA the board of directors must consist of at least one director. Pursuant to the Articles
of Association, the board of directors must consist of a maximum of nine directors. The CGC provides that
the composition of the board of directors should ensure that decisions are made in the corporate interest.
It should be determined on the basis of diversity, as well as complementary skills, experience and
knowledge. Pursuant to the Code 2009 and Code 2020, at least half of the directors must be non-executive
and at least three directors must be independent in accordance with the criteria set out in the BCCA and in
the Code on Corporate Governance. Pursuant to Article 7:86 BBCA, at least one third of the members of the
board of directors must be of the opposite gender, which was not the case for the Company in fiscal year
2021.
The directors are appointed for a term of no more than three years by the shareholders’ meeting. They may
be re-elected for new terms. Proposals by the board of directors for the appointment or re-election of any
director must be based on a recommendation by the remuneration and nomination committee. In the event
the office of a director becomes vacant, the remaining directors can appoint a successor temporarily filling
the vacancy until the next shareholders’ meeting. The shareholders’ meeting can dismiss the directors at
any time.
Pursuant to the Articles of Association applicable in 2021, the shareholders owning, individually or jointly,
at least 15% of the share capital of the Company have the right to propose the names of two candidates
for a position of director. Unless recommended otherwise by the remuneration and nomination committee
of the Company, the shareholders’ meeting shall appoint one of those two candidates as director.
In fiscal year 2020, one group of shareholders owning jointly more than 15% of the share capital have
proposed the appointment of directors. La Société Fédérale de Participations et d’Investissement (SFPI) SA
(represented by M. François Fontaine) and Noshaq SA (represented by M. Marc Foidart until 17 September
2018 and by Philippe De Geer at the date of this Annual Report) have been appointed as directors upon the
proposal of Société Fédérale de Participations et d’Investissement (SFPI) SA, Noshaq SA, Spinventure SA,
Brustart SA, Epimède SA and Société Régionale d’Investissement de Bruxelles (SRIB) SA. This group of
shareholders is not acting in concert as defined by Belgian law.
24
The board of directors meets whenever the interests of the Company so require or at the request of two or
more directors. In principle, the board of directors will meet sufficiently regularly and at least five times per
year. The decisions of the board of directors are made by a simple majority of the votes cast. The chairman
of the board of directors does not have a casting vote.
Chairman
RE Finance Consulting SA, duly represented by M. Yves Désiront, was chairman until January, 24th, 2022.
From this date, Jean-Paul ANSEL was appointed chairman.
Independent Directors
According to Article 3.5 of the CGC 2020, in order to be appointed as an independent board member, a
board member must meet the following criteria:
1. Not be an executive or exercising a function as a person entrusted with the daily management of
ASIT Biotech or a related company or person, and not have been in such a position over the previous
six months1. Alternatively, no longer enjoying stock options of ASIT Biotech related to this position;
2. Not have served for a total term of more than twelve years as a non-executive board member;
3. Not be an employee of the senior management (as defined in article 19,2° of the law of 20
September 1948 regarding the organization of the business industry) of ASIT Biotech or a related
company or person, and not have been in such a position over the previous six months2.
Alternatively, no longer enjoying stock options of ASIT Biotech related to this position;
4. (a) Not hold shares, either directly or indirectly, either alone or in concert, representing globally one
tenth or more of the ASIT Biotech’s capital or one tenth or more of the voting rights in ASIT Biotech
at the moment of appointment;
(b) Not having been nominated, in any circumstances, by a shareholder fulfilling the conditions
covered under (a);
5. Not maintain, nor have maintained in the past year before their appointment, a significant business
relationship with ASIT Biotech or a related company or person, either directly or as partner,
shareholder, board member, member of the senior management (as defined in article 19,2° of the
law of 20 September 1948 regarding the organization of the business industry) of a company or
person who maintains such a relationship;
6. Not be or have been within the last three years before their appointment, a partner or member of
the audit team of ASIT Biotech or person who is, or has been within the last three years before their
appointment, the external auditor of ASIT Biotech or a related company or person;
7. Not be an executive of another company in which an executive of ASIT Biotech is a non-executive
board member, and not have other significant links with executive board members of ASIT Biotech
through involvement in other companies or bodies;
8. Not have, in ASIT Biotech or a related company or person, a spouse, legal partner or close family
member to the second degree, exercising a function as board member or executive or person
entrusted with the daily management or employee of the senior management (as defined in article
19,2° of the law of 20 September 1948 regarding the organization of the business industry), or
1 The Code2020 provides for a 3 years period. As indicated above, this change has been made considering the
limited size of the company.
2 The Code2020 provides for a 3 years period. As indicated above, this change has been made considering the
limited size of the company.
25
falling in one of the other cases referred to in 1. to 8. above, and as far as point 2. is concerned, up
to three years after the date on which the relevant relative has terminated their last term.
The resolution appointing the director must mention the reasons on the basis of which the capacity of
independent director is granted. In the absence of guidance in the law or case law, the board of directors
has not further quantified or specified the aforementioned criteria set out in Article 7:87 of the BCCA.
Furthermore, in considering a director’s independence, the criteria set out in the CGC will also be taken into
consideration. An independent director who ceases to satisfy the requirements of independence must
immediately inform the board of directors.
As at December 31, 2021, there are no independent director.
Composition of the board of directors
As at December 31, 2021, the board of director is composed of 6 directors.
Name
Position
Term3
RE Finance Consulting SA (represented by Yves Désiront)
Michel Baijot
Chairman / Director (non-executive)
Director (non-executive)
2023
2021
2023
2023
2023
2021
François Meurgey
Director (non-executive)
SFPI SA (represented by François Fontaine)
NOSHAQ PARTNERS SAS (represented by Philippe Degeer)
SFH (represented by Frank Hazevoets)
Director (non-executive)
Director (non-executive)
Managing Director (Executive) / CEO
The profile and professional experience of each of the Directors is summarized hereafter:
Yves Désiront obtained a master’s degree as Ingénieur Commercial in Business Administration and
Technology Interface from I.C.H.E.C. Brussels in 1994. He is the managing partner of a private equity fund
based in Luxembourg and is acting, since October 2015, as group CFO of BGP Investment, a Luxembourg
real estate group. Previously, he acted as group CFO of Orco Property Group. Prior to this, he served in
various functions at Groupe Bruxelles Lambert and Générale de Banque.
Michel Baijot is a bioengineer PhD. He is a life science executive bringing over 25 years of experience in
building biologicals businesses with significant contribution to strategy, licensing, M&A and technology
transfer. His positions with biotech and pharmaceutical companies, and his tangible achievements, reflect
an in-depth knowledge of the business environment in both developed and emerging markets. He is
currently president of White Fund and board director of OncoRadiomics. His previous positions include
executive director Europe at Serum Institute of India, head of Cipla Global Vaccine, chief business officer at
Janssen/Crucell, VP Worldwide Strategic Alliances and Business Development at GlaxoSmithKline Biologicals
and VP Business Development at Innogenetics. He was chairman of the Belgian Biotech Association for 5
years.
François Meurgey is working as independent consultant in pharmaceutical product strategic marketing.
He has spent more than twenty-five years in the biopharmaceutical industry, almost equally divided
between Europe and the United States, and between operational and staff functions. He has held important
3 The term of the mandates of the directors will expire immediately after the annual shareholder’s meeting held in the year set forth
in this column. Please note that the mandates of these directors were terminated on January 24, 2022.
26
sales and marketing positions at Eli Lilly (director of global marketing for Prozac®), Merck & Co. (senior
director of Asia-Pacific marketing) and UCB (vice president of Global Marketing), among others. He also
teaches regularly at ESSEC in Paris, the ULB in Brussels, the Scandinavian International Management Institute
(SIMI) in Copenhagen, and Columbia University Graduate Schools of Business and Public Health in New
York. He is a graduate of Reims Management School, received an MS in International Relations from
Université de Paris-Sorbonne and holds an MBA from the Stern School of Business at New York University.
François Fontaine obtained a master’s degree in law and tax sciences. He has been a general counselor at
the Belgian Federal Investment and Participation Company (SFPI) since December 2009. He is in charge of
investment projects in the fields of new technologies, biomedical, real estate, waste, water treatment and
energy sector. He was previously advisor to the tax unit of the Walloon Region in charge of the
implementation and transfer of regional taxes.
Philippe Degeer is Industrial engineer (Haute Ecole Libre Mosane – HELMo Gramme) and holder of an MBA
from the London Business School. He first worked for a SME in Liège and then developed his career within
the American multinational Goodyear Dunlop. After becoming vice president of the group in Europe, Africa
and the Middle East, he oversaw the implementation of innovation processes, international development
policies as well as BtoB and BtoC marketing strategies. He has implemented corporate governance oriented
towards investment and growth. He has also participated in the development of various partnerships,
mergers, acquisitions and technology transfers.
Frank Hazevoets holds a Master of Engineering (Cum laude) and a Master of Business Economics (Cum
fructu) from the Katholieke Universiteit Leuven. He brings more than 25 years of experience in shaping and
executing strategy and in building value for company shareholders. After spending 10 years in the banking
(corporate finance) sector, he has worked for 15 years in the fast moving consumer goods and life sciences
industries, of which 10 years were in CFO roles. Notably, Frank was a director of strategy and external growth
at AB InBev from 2001 to 2006, CFO and company secretary of TiGenix from 2006 to 2012, and CFO of
Promethera Biosciences from 2014 to 2019 before joining ASIT biotech first as CFO and as CEO.
In fiscal year 2021, none of the directors and the members of the executive committee had at any time
within at least the past five years:
•
•
•
had any conviction in relation to fraudulent offences; or
been adjudged bankrupt or entered into an individual voluntary arrangement; or
been a director of any company at any time of, or within 12 months preceding, any receivership,
compulsory liquidation, administration or partnership voluntary arrangement of such partnership; or
had his assets from the subject of any receivership or has been a partner of a partnership at the time
of, or within 12 months preceding, any assets thereof being the subject of a receivership; or
been subject to any official public incrimination and/or sanctions by any statutory or regulatory
authority; or
•
•
•
ever been disqualified by a court from acting as a director of a company or from acting in the
management or conduct of the affairs of any company.
27
Functioning of the board of directors in 2021
In the course of 2021, the board of directors met 11 times.
Name
RE Finance Consulting
Michel Baijot
Number of meetings attended
11 / 11
8 / 11
François Meurgey
SFPI
10 / 11
11 / 11
9 / 11
NOSHAQ PARTNERS SCRL
SFH
11 / 11
Committees
The board of directors has established two board committees that are responsible for assisting the board
of directors and making recommendations in specific fields:
•
•
the audit committee (in accordance with Article 7:99 BCCA and provision 5.2 of the Code 2009 and
provision 4.10 of the Code2020); and
the remuneration and nomination committee (in accordance with Article 7:100 BCCA and provision 5.3
and 5.4 of the Code 2009 and provision 4.17 of the Code 2020).
The terms of reference of these board committees are primarily set out in the CGC.
Audit committee
The audit committee consists of at least three directors. As provided by Article 7:99 BCCA all members of
the audit committee are non-executive directors and at least one member is an independent director.
According to Article 7:99 BCCA, at least one member of the audit committee must be independent and
must have the necessary competence in accounting and auditing.
As at December 31, 2021, the audit committee is composed of 2 directors and none of them is independent.
Name
Position
RE Finance Consulting, represented by Yves Désiront
Member - non-executive director
SFPI, represented by François Fontaine
Member – non-executive director
The audit committee of the board of directors is composed exclusively of non-executive directors.
The members of the audit committee must have sufficient expertise in financial matters to discharge their
functions. The chairperson of the audit committee is competent in accounting and auditing as evidenced
by his previous and current roles. According to the board of directors, the other members of the audit
28
committee also satisfy this requirement, as evidenced by the different senior management and director
mandates that they have held in the past and currently hold.
The role of the audit committee is to supervise and review the financial reporting process, the internal
control and risk management systems and the internal audit process of the Company. The audit committee
monitors the audit of the statutory and EU - IFRS financial statements, including the follow-up questions
and recommendations by the statutory auditor. The audit committee also makes recommendations to the
board of directors on the selection, appointment and remuneration of the external auditor and monitors
the independence of the external auditor.
In principle, the audit committee meets as frequently as necessary for the efficiency of the operation of the
audit committee, but at least four times a year. The members of the audit committee have full access to the
management and to any other employee to whom they may require access in order to carry out their
responsibilities.
In the course of 2021, the audit committee met 3 times.
Name
Number of meetings attended
SFPI, represented by François Fontaine
3 / 3
RE Finance Consulting, represented by Yves Désiront
3 / 3
Remuneration and nomination committee
The remuneration and nomination committee consists of at least three directors. All members of the
remuneration and nomination committee are non-executive directors. According to Article 7:100 of the
BBCA, the remuneration and nomination committee must consist of a majority of independent directors.
The remuneration and nomination committee is chaired by the person appointed by the board of directors
amongst its members.
As of December 31, 2021, the remuneration and nomination committee is composed of 3 directors, none
of them being independent due to the limited size of the Company.
Name
Position
NOSHAQ PARTNERS, represented by Philip Degeer
Member - non-executive director
SFPI, represented by François Fontaine
François Meurgey
Member - non-executive director
Member – non-executive director
Pursuant to article 7:100 of the BBCA, the remuneration and nomination committee must have the necessary
expertise on remuneration policy, which is evidenced by the experience and previous roles of its current
members. The CEO participates to the meetings of the remuneration and nomination committee in an
advisory capacity each time the remuneration of the management is being discussed.
29
The role of the remuneration and nomination committee is to make recommendations to the board of
directors with regard to the appointment of directors, make proposals to the board of directors on the
remuneration policy and individual remuneration for directors and members of the executive management,
and to submit a remuneration report to the board of directors. In addition, the remuneration and
nomination committee each year submits the remuneration report to the annual shareholders’ meeting.
In principle, the remuneration and nomination committee meets as frequently as necessary for the efficiency
of the operation of the committee, but at least three times a year.
Executive Management
The board of directors has set up an executive management team. The executive management team is an
advisory committee to the board of directors, which does not constitute a management committee (comité
de direction/directiecomité) under article 7.104 of the BCC.
As at December 31, 2021, the Company’s executive management was composed of :
Name
Function
Frank Hazevoets4
Chief Executive Officer (CEO)
For a brief biography we refer to the board of directors section.
Shares and shareholders
Share capital and shares
As at December 31, 2021, the share capital of the Company amounts to €66,071,856.50 and is fully paid-up.
It is represented by 21,892,592 shares without nominal value and representing the same pro rata fraction
of the share capital. Please note that the share capital of the Company was further increased on January 24,
2022 (as mentioned below).
As at December 31, 2021, 171,320 warrants are outstanding which give right to subscribe to 171,320 shares.
Reference is made to Note 13 of the financial statements for more details.
As at 31 Decembre 2021, a debt of 3 904 K€ is accounted for in the statement of financial position for
CNs2019 ‘A’ and 50 K€ for CNs2018 ‘A’. The CNs2019 ‘A’ and CNs2018 are deemed to be a debt instrument
accounted for at amortized cost given the below threshold efficacy results of the second phase III trial
announced end of November 2019. Reference is made to Notes 14.3 for more details.
History of share capital
The history in the Company’s share capital since its incorporation can be summarized as follows:
Date
Transaction
Share capital
after transaction
Increase or
reduction of
share capital
Aggregate
number of
(EUR)
4 From December, 2020 onwards, to replace Michel Baijot who was CEO until mid October
30
(EUR)
shares after
transaction
23 May 1997
Incorporation
29,747.22
278,88
29,747.22
308,627.43
1,200
5,460
30 September 1998
24 October 2000
20 May 2005
Capital increase in cash
Capital increase in cash
Capital increase through conversion of bonds
Capital increase in cash
Capital increase in cash
Capital increase in cash
2,032,736.82
123,936.85
1,107,272.73
664,502.00
5,210,000.00
1,417,110.82
2,341,364.26
2,465,301.11
3,572,573.87
4,237,075.84
9,447,075.84
10,864,186.66
12,529
12,960
16,545
18,698
38,212
43,944
20 May 2005
8 June 2006
31 May 2007
19 November 2009
7 March 2011
Capital increase in cash
Capital increase in cash
Capital increase in cash
+ 1,583,017.98
(issue premium)
+ 1,583,017.98
(issue premium)
2,082,393.02
12,946,579.68
52,367
57,812
+ 2,326,205.18
(issue premium)
+ 3,909,391.84
(issue premium)
1,346,167.35
14,292,747.03
18 January 2012
+ 1,503,745.65
(issue premium)
+ 5,412,968.81
(issue premium)
Capital increase through incorporation of the issue
premiums
23 December 2014
5,412,968.81
19,705,715.84
57,812
23 December 2014
23 December 2014
Capital reduction by absorbing carried forward losses
Capital increase in cash
- 19,699,539.49
7,086,960.00
6,176.35
57,812
70,936
7,093,136.35
Capital increase through conversion of 3,275 bonds
issued on 28 April 2013
23 December 2014
23 December 2014
854,100.00
2,596,800.00
1,081,100.00
7,947,236.35
10,544,036.35
11,625,135.35
74,211
81,859
85,041
Capital increase through conversion of 7,648 bonds
issued on 23 May 2014
Capital increase through conversion of 3,182 bonds
issued on 15 October 2014
23 December 2014
8 January 2016
Stock-split
-
-
8,504,100
4,579,462.46
16,204,598.81
11,854,100
12 May 2016
12 May 2016
Capital increase in cash
+ 18,870,537.54
(issue premium)
1,233,994
17,438,592.81
17,505,986.09
12,756,800
12,806,100
Capital increase through conversion of 413 bonds
issued on 5 August 2015
+ 2,896,006
(issue premium)
67,393.28
Capital increase through the exercise of 493
subscription rights
28 December 2016
8 June 2017
+ 190,642.92
(issue premium)
Capital reduction by absorbing carried forward losses
- 7,517,228.09
1,916,026.32
9,988,758.00
11,904,784.32
12,806,100
15,262,544
Capital increase in cash and through subscription of
2,456,444 new shares
25 January 2018
23 February 2018
16 March 2018
+ 7,492,154.20
(issue premium)
912,367.56
12,817,151.88
12,849,698.16
16,432,246
16,473,972
Capital increase in cash, subscription of 543,556 new
shares and the exercise of 626,146 Warrants 1
+ 3,567,591.1
(issue premium)
Capital increase in cash further to the exercise of
41,726 Warrants 1
32,546.28
+ 127,264.3
(issue premium)
31
275,379.78
13,125,077.94
13,267,637.76
16,827,023
17,009,792
Capital increase in cash further to the exercise of
296,954 Warrants 1 and 56,097 Warrants 2
15 June 2018
4 July 2018
+ 1,076,805.55
(issue premium)
142,559.82
Capital increase in cash further to the exercise of
182,769 Warrants 1
+557,445.45
(issue premium)
22,565.40
13,290,203.16
13,331,982.30
13,655,286.06
13,827,774.48
14,082,390.66
14,228,121.96
14,349,541.44
14,539,617.30
15,101,624.46
15,139,360.86
15,649,732.02
15,747,334.20
15,975,578.58
16,021,756.14
16,148,690.22
16,536,287.82
17,038,722
17,092,285
17,506,777
17,727,916
18,054,347
18,241,182
18,396,848
18,640,535
19,361,057
19,409,437
20,063,759
20,188,890
20,481,511
20,540,713
20,540,713
21,200,369
Capital increase through conversion of 38 bonds
issued on 10 July 2018
13 July 2018
+72,434.93
(issue premium)
41,779.14
Capital increase through conversion of 63 bonds
issued on 10 July 2018
2 August 2018
6 September 2018
4 October 2018
8 November 2018
29 November 2018
6 December 2018
10 January 2019
7 February 2019
7 March 2019
+115,717.51
(issue premium)
323,303.76
Capital increase through conversion of 482 bonds
issued on 10 July 2018
+881,696.24
(issue premium)
172,488.42
Capital increase through conversion of 253 bonds
issued on 10 July 2018
+460,011.58
(issue premium)
254,616.18
Capital increase through conversion of 254 bonds
issued on 10 July 2018
+380,383.82
(issue premium)
145,731.30
Capital increase through conversion of 130 bonds
issued on 10 July 2018
+179,268.70
(issue premium)
121,419.48
Capital increase through conversion of 115 bonds
issued on 10 July 2018
+166,080.52
(issue premium)
190,075.86
Capital increase through conversion of 148 bonds
issued on 10 July 2018
+179,924.14
(issue premium)
562,007.16
Capital increase through conversion of 358 bonds
issued on 10 July 2018
+332,992,84
(issue premium)
37,736.40
Capital increase through conversion of 38 bonds issued
on 10 July 2018
+17,263,60
(issue premium)
510,371.16
Capital increase through conversion of 325 bonds
issued on 10 July 2018
4 April 2019
+302,128.84
(issue premium)
97,602.18
Capital increase through conversion of 67 bonds issued
on 10 July 2018
2 May 2019
+69,897.82
(issue premium)
228,244.38
Capital increase through conversion of 145 bonds
issued on 10 July 2018
+134,255.62
(issue premium)
6 June 2019
4 July 2019
1 Aug 2019
46,177.56
Capital increase through conversion of 27 bonds
issued on 10 July 2018
+ 21,322.44
(issue premium)
126,934.08
Capital increase through conversion of 74 bonds
issued on 10 July 2018
+ 58,065.92
(issue premium)
387,597.60
32
Capital increase through conversion of 226 bonds
issued on 10 July 2018
+ 177,402.40
(issue premium)
3 Oct 2019
7 Nov 2019
5 Dec 2019
188,685.90
16,724,973.72
17,076,221.76
21,442,274
21,892,592
Capital increase through conversion of 110 bonds
issued on 10 July 2018
+ 86,314.10
(issue premium)
351,248.04
Capital increase through conversion of 227 bonds
issued on 10 July 2018
+ 216,251.96
(issue premium)
Capital increase through contribution in kind of shares
and a claim by DMS SA, and claims by the Company’s
creditors under the PRJ
24 January 2022
+ 48,995,634.74
66,071,856.50
1,489,607,331
Changes in share capital
In principle, changes to the share capital are decided by the shareholders. The shareholders’ meeting may
at any time decide to increase or reduce the share capital of the Company. Such resolution must satisfy the
quorum and majority requirements that apply to an amendment of the articles of association.
Subject to the same quorum and majority requirements, the shareholders’ meeting may authorize the board
of directors, within certain limits, to increase the Company’s share capital without any further approval of
the shareholders. This is the so-called authorized capital. This authorization needs to be limited in time (i.e.,
it can only be granted for a renewable period of maximum five years) and in scope (i.e., the authorized
capital may not exceed the amount of the registered capital at the time of the authorization).
On June 8, 2017, the Company’s shareholders’ meeting authorized the board of directors to increase the
share capital of the Company within the framework of the authorized capital with a maximum of € 9,988,758.
As at 31 December 2021, the balance of unused authorized capital is € 5,122,584.48.
Notification of significant shareholdings
The articles of association of the Company do not impose any additional notification obligations other than
the notification obligations required in accordance with Belgian law. The voting rights of the major
shareholders of the Company differ in no way from the rights of other shareholders of the Company.
Pursuant to the Belgian Law of May 2, 2007 on the disclosure of significant shareholdings in issuers whose
securities are admitted to trading on a regulated market and containing various provisions (Loi relative à la
publicité des participations importantes dans des émetteurs dont les actions sont admises à la négotiation
sur un marché règlementé et portant dispositions diverses/Wet op de openbaarmaking van belangrijke
deelnemingen in emittenten waarvan aandelen zijn toegelaten to de verhandeling op een
gereglementeerde markt en houdende diverse bepalingen) (the Transparency Law), implemented in
Belgian law pursuant to Directive 2004/109/EC, a notification to the Company and to the FSMA is required
by all natural and legal persons in the following instances:
•
an acquisition or disposal of voting securities, voting rights or financial instruments that are treated as
voting securities;
•
•
the holding of voting securities upon first admission of them to trading on a regulated market;
the passive reaching of a threshold;
33
•
the reaching of a threshold by persons acting in concert or a change in the nature of an agreement to
act in concert;
•
•
•
where a previous notification concerning the voting securities is updated;
the acquisition or disposal of the control of an entity that holds the voting securities; and
where the Company introduces additional notification thresholds in its Articles of Association, in each
case where the percentage of voting rights attached to the securities held by such persons reaches,
exceeds or falls below the legal threshold, set at 5% of the total voting rights, and 10%, 15%, 20% and
so on at intervals of 5% or, as the case may be, the additional thresholds provided in the Articles of
Association.
The notification must be made as soon as possible and at the latest within four trading days following the
acquisition or disposal of the voting rights triggering the reaching of the threshold. Where the Company
receives a notification of information regarding the reaching of a threshold, it has to publish such
information within three trading days following receipt of the notification. No shareholder may cast a
greater number of votes at a Shareholders’ Meeting of the Company than those attached to the rights or
securities it has notified in accordance with the Transparency Law at least 20 days before the date of the
shareholders’ meeting, subject to certain exceptions.
The form on which such notifications must be made, as well as further explanations, can be found on the
website of the FSMA (www.fsma.be).
Shareholders
The chart below provides an overview of the shareholders that have notified the Company of their
ownership of securities of the Company. This overview is based on the most recent transparency
declarations received up until 31 December 2021:
Number of shares declared in
transparency declaration
Percentage of shares at
December 31, 2021
Shareholder
Rodolphe de Spoelberch
SFPI
1,786,841
1,353,243
914,347
8.16 %
6.18%
4.18 %
1.86%
EPIMEDE SA
Chagral Invest SA
406,913
Since the realization of the contribution in kind of the imaging division of DMS Group to the Company, the
capital structure has been modified substantially. The chart below provides an overview of the shareholders
that have notified the Company of their ownership of securities of the Company. This overview is based on
the most recent transparency declarations received:
Number of shares declared in
transparency declaration
Percentage of shares at
April 29, 2022
Shareholder
Rodolphe de Spoelberch
SFPI
1,786,841
19,317,301
0.12 %
1.30 %
34
Diagnostic Medical Systems
EPIMEDE SA
1,315,789,473
914,347
88.33%
0.06 %
0.03%
Chagral Invest SA
406,913
Statement required by Article 34 of Royal Decree of 14 November 2007
According to Article 34 of the Royal decree of 14 November 2007, the Company hereby discloses the
following items, elements which by their nature would have consequences in case of a public take-over bid
on the Company:
•
The share capital of the Company as at 31 December 2021 amounts to € 17,076,221.76 and is fully
paid-up. It is represented by 21,892,592 shares.
•
•
The Company’s Articles of Association do not contain any other restriction on the transfer of shares.
There are no agreements between the shareholders which are known by the Company and may
result in restrictions on the transfer of securities and/or the exercise of voting rights (except for
those mentioned under notification of significant shareholdings).
•
•
There are no holders of any shares with special voting rights.
There is no external control over the employee incentive plans; warrants are granted directly to the
beneficiary.
•
•
Each shareholder of the Company is entitled to one vote per share. Voting rights may be suspended
as provided in the Company’s articles of association and the applicable laws.
The rules governing the appointment and replacement of Board members and amendment to
articles of association are set out in the Company’s articles of association and in the Company’s
corporate governance charter.
•
The powers of the board of directors, more specifically with regard to the power to issue or redeem
shares are set out in the Company’s articles of association. The board of directors was not granted
the authorization to purchase its own shares to “avoid imminent and serious danger to the
Company”. The Company’s articles of association do not provide for any other specific mechanisms
against public takeover bids.
Internal control and risk management systems
The role of the executive directors and of the executive management team is to develop and maintain an
adequate control system to assure:
•
•
•
•
the realization of the Company objectives;
the reliability of financial information;
the adherence to applicable laws and regulations; and
monitoring of the internal and external impact of the risks identified by its committees, and the
management of the risks identified.
The audit committee has a guiding, supervisory and monitoring role with respect to the executive directors
and the executive management team, as regards the development, maintenance and execution of internal
controls. The audit committee also (i) assists the board of directors in respect of control issued in general;
35
and (ii) acts as the interface between the board of directors and the external auditor of the Company when
needed.
As at 31 December 2021, no internal audit role has been assigned as the size of the Company does not
justify a permanent role in this respect. In case needed, internal audit activities will be outsourced from time
to time whereby the audit committee will determine frequency of these audits and select topics to be
addressed.
Risk analysis
The risks and uncertainties that the Company believes are material are described in a separate section RISK
FACTORS.
Financial risk management
Liquidity risk
The Company manages liquidity risk by continuously monitoring forecast and actual cash flows, and by
matching the maturity profiles of financial assets and liabilities. The Companys main sources of cash inflows
at current are obtained through capital increases, subsidies, recoverable cash advances from government
and convertible notes.
Interest rate risk
The Company has basically no interest rate risk as the CNs2019 ‘A’ have a fixed interest rate of 3%. Also the
turnover independent reimbursements (30%) related to the RCA HDM are carrying a fixed interest rate.
Counterparty risk
As part of the Convertible Plan put in place in July 2018 and 2019, the Company has been exposed to a
counterparty risk. Under this plan, the parties taking part to it were committed, under certain conditions, to
subscribe to notes to be issued by the Company. If a counterpart had not the economic ability to subscribe
to such issuance of notes, the Company would have not succeded in obtaining the committed financing.
Foreign exchange risk
The Company was exposed to foreign currency risks through its operating activities. To date, certain
purchase transactions were undertaken in Swiss francs (CHF), in British Pounds (GBP) and in US Dollars
(USD). However, the magnitude of purchases in foreign currencies is currently limited; meaning that the
Company’s exposure to fluctuation of the exchange rate of the concerned currencies into Euro is limited.
Market risk
The Company is not exposed to the evolution of its stock price as it will not do a capital increase and the
exchange ratio with DMS Group is independent of the stock price.
Market abuse
With a view to preventing market abuse (insider dealing and market manipulation), the board of directors
has established a dealing code. The dealing code describes the declaration and conduct obligations of
directors, members of the executive management, certain other employees and certain other persons with
36
respect to transactions in shares or other financial instruments of the Company. The dealing code sets limits
on carrying out transactions in shares of the Company and allows dealing by the above mentioned persons
only during certain windows. The dealing code is attached to the CGC. The dealing code was amended by
the board of directors on February 22, 2019, to expressly prohibit any equity lending from an insider without
the prior approval of the board of directors.
As a Belgian listed company and with a view to ensure that investors in shares of the Company have available
all information necessary to ensure the transparency, integrity and good functioning of the market, the
board of directors has established an information disclosure policy. The information disclosure policy aims
to ensure that inside information of which the Company is aware is immediately disclosed to the public. In
addition, the information disclosure policy is aimed at ensuring information that is disclosed is fair, precise
and sincere, and enables the holders of shares in the Company and the public to assess the influence of the
information on the Company’s position, business and results.
Remuneration report
Remuneration policy for the board of directors
Only the non-executive directors shall receive a fixed remuneration in consideration of their membership
or chairmanship of the board of directors and board committees.
The non-executive directors do not in principle receive any performance related remuneration, nor will any
option or warrants be granted to them in their capacity as director. However, upon advice of the Nomination
and Remuneration Committee, the board of directors may deviate from the latter principle in the board’s
reasonable opinion the granting of any performance related remuneration would be necessary to attract or
retain directors with the most relevant experience and expertise.
The nomination and remuneration committee recommends the level of remuneration for directors,
including the chairperson of the board, subject to the approval by the board of directors and, subsequently,
by the shareholders’ meeting.
Following the Company’s request for judicial reorganization, all board members decided to not receive any
payment as from the January 1, 2020. No warrants were granted in the course of 2021.
Remuneration policy for management
The remuneration of the members of the management is determined by the board of directors upon
recommendation by the nomination and remuneration committee. The remuneration of the CEO is based
on the conditions provided by a services agreement effective from January 1, 2019.
The remuneration of the management is designed to attract, retain and motivate managers.
At this stage, the board has not established a clear remuneration policy for the members of the
management and their remuneration has been arrested on a case-by-case basis.
If it is decided by the board of directors to grant warrants or shares to the members of the management,
the essential conditions of the concerned plan will be prior approved by the shareholders’ meeting.
37
Remuneration of management
In accordance with Article 3:6 of the Belgian Code for Companies and Associations, this remuneration report
includes the amount of the remuneration of, and any other benefits granted to, the Company’s CEO, on a
broken-down basis.
In the financial year 2021, the Company paid a total remuneration of € 294,000 to SFH SRL in his capacity
of CEO. This includes:
•
•
A fixed remuneration of € 294,000;
A variable component of € 0;
Remuneration of the statutory auditor
The Company statutory auditor are RSM Réviseurs d’Entreprises SCRL represented by Luis Laperal.
In 2021, the total amount of the remuneration paid to the statutory auditor was € 20,000 for the audit of
the accounts and € 15,750 for the special audit related to the contribution in kind operation with DMS
Group.
Securities held by directors and management
The table below provides an overview of the number of shares, warrants and convertible notes held by the
directors and executive management at December 31, 2021:
Name
Number
of shares
Number of
warrants
Number of
CNs20195
3T Finance SA (related to Yves Désiront)
Michel Baijot
-
-
-
-
6
-
François Meurgey
28,415
1,353,243
1,288,901
-
21,320
-
6
15
-
SFPI SA (represented by François Fontaine)
NOSHAQ SA (represented by Philippe Degeer)
Hazevoets Frank
-
-
150,000
Conflict of interest and related parties
Potential conflicts of interest
Directors are expected to arrange their personal and business affairs so as to avoid conflicts of interests
with the Company. Any director with conflicting financial interests (as contemplated by article 7:96 of the
Belgian Code for Companies and Associations) on any matter before the board of directors must bring it to
the attention of both the statutory auditor and fellow directors and take no part in any deliberations or
voting related thereto. The CGC contains the procedure for transactions between the Company and the
directors which are not covered by the legal provisions on conflicts of interest. The CGC contains a similar
procedure for transactions between the Company and members of the management.
5 One CN2019 represents an investment of € 75,000
38
All directors have declared that they are not under a position of potential conflicts of interests between any
duties to the Company and their private interests and/or other duties.
In 2021, during one board meetings decisions were taken that required the application of the conflict of
interests’ procedure pursuant to article 7:96 of the Belgian Code for Companies and Associations. The
relevant parts of the minutes are copied below.
Minutes of the board of November 25, 2021
The Chairman indicates that the Board of Directors must approve the variable remuneration of Mr. Frank
Hazevoets, CEO of the Company and the reduction of his working time from 5 to 3 days per week in
December 2021 and to 2 days a week from January 2022.
Prior to the Board’s deliberation, SFH SRL, represented by Mr. Frank Hazevoets orally declares to the other
members of the Board of Directors: “Sirs, I wish to inform the Board of Directors of the Company that I have
directly or indirectly a financial interest that may be conflicting with the interests of the Company with regard
to the decision of the present resolution. This interest that may be in conflict with the interest of the Company
results from the fact that I am a director of the Company and that the Board of Directors is called to deliberate
on my remuneration and of the terms and conditions of my services agreement in my capacity as CEO”.
In accordance with article 7:96 of the Belgian Companies and Associations Code (conflict of interest), Mr.
Frank Hazevoets will inform the statutory auditor about the existence of this conflict of interests. Mr. Frank
Hazevoets then leaves the room.
The Remuneration and Nomination Committee indicates that it met to take a decision on the variable
remuneration included in the service agreement of Mr. Frank Hazevoets and the diminution of his working
time from December 2021.
The Board of Directors notes that the conditions to allocate the variable package are met and decides, by
unanimous vote :
-
-
To report the calculation of the variable remuneration to a new board meeting
That the payment of the variable fee is conditionned by the the realization of the the contribution
in kind with DMS
The Board of Directors decides to approve the reduction of the working time and the adjustement of the
fixed remuneration prorate temporis.
Other mandates
In the five years preceding the date of this Annual Report, the directors have held the following directorships
and memberships of administrative, management or supervisory bodies and/or partnerships (apart from
their functions within the Company):
Director
Current mandate
Past mandate
White Fund
Radiomics
Antelope Diagnostics
Serum Institute of India
IRE-Elit
Michel Baijot
39
Director
Current mandate
Past mandate
BeBurger SA
Noho.C are SPRL
FYP SA
D&R Cambre SA
Re Finance Consulting SA
TedyBear, SAS
IMI – Imagens Médicas
Integradas, SA
BGP AM GmbH
Sadioc SGPS SA
Visiomed Group SA
Pyrocore SA
Pyrocore Ltd
3T Finance SA
3t Portugal SGPS SA
3t PT Investimentos SGPS SA
Tree Digital Factory SAS
Sailsense Analytics SA
FPB Advisory & Services SPRL
YD Advisory & Services SPRL
Yves Désiront
Oukelos SPRL
Eyed Pharma SA
UniD Manufacturing
N/A
François Meurgey
Philippe Degeer
Lasea SA
Diagenode SA
ETT Endotools
Amos SA
EyeDPharma
Certi-fed
Fluxys SA
Fund+
Accessia Pharma SA
Bioxodes
Epimede
Theodorus
Nucleis
Comet sambre
Comet traitement
BioDiscovery 5
SWDE
Credibe
Sopima
Faktory
IRE-Elit
François Fontaine
Industrya
Auxin
Texere
OncoDNA
PDC-Line
White Fund
Kurma diagnostic
Related party transactions
The Company has not entered into transactions with its principal shareholders. The Company has entered
into transactions with companies relating to directors. More specifically, the Company has entered into the
following service agreements with a company related to one director:
•
A service agreement executed with SFH SRL, a company linked to Mr. Frank Hazevoets, relating to
services of CEO of the Company since December 1, 2020; the consideration for these services is a yearly
fee of € 300,000 and a variable remuneration linked to the valorization of the assets of the Company.
Other than those transactions the Company has not entered into any related party transactions with any
shareholders or directors or any persons or entities affiliated with any of the shareholders or directors.
40
FINANCIAL STATEMENTS
EU - IFRS financial statements
General Information
On April 29, 2022 the board of directors generated the financial statements and the statutory financial
statements of the Company with respect to the financial year ended on December 31, 2021.
The financial statements of the Company with respect to the financial years ended December 31, 2020 and
December 31, 2021 were prepared in accordance with the International Financial Reporting Standards as
endorsed by the European Union (IFRS). They have all been audited by the auditor.
This Annual Report, together with the complete version of the statutory financial statements of the
Company with respect to the financial year ended on 31 December 2021, the management report of the
board of directors on the EU - IFRS financial statements and the statutory financial statements, and the
auditor’ report on the statutory financial statements are made available on the website of ASIT biotech
(www.asitbiotech.com) and can be obtained free of charge.
Certain financial information in this Annual Report has been subject to rounding adjustments and currency
conversion adjustments. Accordingly, the sum of certain data may not be equal to the expressed total.
Statement by the board of directors
In accordance with Article 12 §2 3°, a) and b) of the Royal Decree of 14 November 2007 on the obligations
of the issuers of financial instruments admitted to trading on a regulated market, the board of directors of
the Company states that, to the best of his knowledge:
•
the annual financial statements prepared in accordance with the applicable accounting standards give
a true and fair view of the assets, liabilities, financial position and profit or loss of ASIT biotech SA; and
•
the management report includes a fair review of the development and performance of the business and
the position of ASIT biotech SA and of the undertakings included in the consolidation, together with a
description of the principal risks and uncertainties that it faces.
41
IFRS Audited EU – IFRS financial information of the Company for the last 2 years
EU - IFRS statement of financial position (in € ‘000)
Note
31/12/2021
31/12/2020
ASSETS
Property, plant and equipment
Other long-term receivables
7
8
35
1,574
129
1,917
Non-current assets
1,609
2,046
Other receivables
Other current assets
Cash and cash equivalents
9
10
11
383
6
233
8
1,218
2,851
Current assets
Total assets
1,607
3,216
3,092
5,138
EQUITY AND LIABILITIES
Capital and reserves
Capital
Share premium
12
12
12
13
14
14
17,076
38,630
(2,365)
104
17,076
38,630
(2,365)
90
Cost of capital increase
Share based payment reserve
Convertible notes specific reserve
Convertible notes – equity component
Accumulated deficit
983
-
666
317
(56,154)
(60,049)
Total equity attributable to shareholders
(1,725)
(5,635)
LIABILITIES
Provision
15
14
79
-
79
132
273
405
Financial debt
Non-current liabilities
Financial debt
14
14
16
17
-
3,954
78
90
5,292
4,252
733
Convertible notes
Trade payables
Other payables
830
Current liabilities
4,862
4,941
3,216
10,367
10,772
5,138
Total liabilities
Total equity and liabilities
42
EU - IFRS income statement and other comprehensive income (in € ‘000)
Note
31/12/2021
31/12/2020
Other operating income / (expenses)
Research and development expenses
General and administrative expenses
Operating gain / (loss) for the period
18
19
20
4,639
-
92
53
(754)
3,884
(1,043)
(897)
Financial income
22
23
26
(15)
74
(539)
Financial expense
Gain / (Loss for) the period before taxes...............................................
Taxes
3,896
(1)
(1,362)
-
24
Gain / (Loss) for the period
3,895
(1,362)
Other comprehensive income
Comprehensive gain / (lossà for the period
3,895
(1,362)
Gain / (Loss) for the year
Attributable to owners of the Company
3,895
(1,362)
Gains / (Losses) per share (in € per share)
- basic and diluted
29
0,18
(0,06)
43
EU - IFRS statement of changes in equity (in € ‘000)
Total equity
attributable
to the
Share-
based
Convertible
notes
Cost of Convertible
Share
Share payment
capital
notes
Equity
Accum.
owners of
capital premium
reserve increase
reserve component
deficit the Company
317
As at December 31, 2019
Loss of the year
17,076
17,076
38,630
386
(2,365)
666
(58,887)
(1,362)
200
(4,176)
(1,362)
(97)
Share-based payment
As at December 31, 2020
Transfer
(296)
317
38,630
90
(2,365)
666
(60,049)
(5,635)
-
(317)
317
Gain for the year
3,895
3,895
14
Share-based payment
As at December 31, 2021
14
-
17,076
38,630
104
(2,365)
983
(56,154)
(1,725)
44
EU - IFRS statement of cash flows (in € ‘000)
EU - IFRS statement of cash flows (in € ‘000)
Note
2021
2020
Gain / (Loss) of the period
3,895
(1,362)
Adjustments
Tax credit on R&D activities
18
18
18
18
7
-
(323)
(4,358)
(4)
(359)
-
Other income – De-recognition recoverable cash advance
Other income – Impact of PRJ
Loss / (gain) on disposal of property, plant and equipment
Depreciation on property, plant and equipment
Amortization on right to use an asset
221
117
59
13
7
-
Provision for risks and charges
(53)
14
-
Share-based payments
13
(97)
478
Financial (income) / expense (excl. translation differences).....................
Changes in working capital
7
Trade receivables, other receivables and other current assets
Other non-current liabilities, trade payables and other payables
42
204
(836)
(639)
Cash flow from operating activities
(1,603)
(1,377)
Proceeds from disposal of property, plant and equipment
Tax credit on R&D activities received
Re-imbusement of deposit
7
8
86
178
14
175
462
-
Cash flow from investing activities
278
638
Re-imbursement of leasing debt
Re-imbursement of notes
Interests paid
(57)
(301)
(7)
(2)
(59)
Cash flow from financing activities
(308)
(1,633)
2,851
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
(798)
3,649
2,851
11
11
1,218
45
Notes to the EU-IFRS Financial Statements
Note 1. General information
ASIT biotech was a biopharmaceutical company whose mission was to lead an evolution in allergy
therapeutics by creating a new generation of highly effective and efficient immunotherapy treatments for
environmental and food allergies. Leveraging our proprietary ASIT+ platform, we intended to deliver a
pipeline of best-in-class short course therapies that overcome the risks and limitations of current allergy
immunotherapy treatments. Our breakthrough product candidates were intended to deliver recognizable
improvement in the quality of life for patients, within weeks rather than months or years following treatment
initiation.
Its lead product gp-ASIT+TM, developed for the treatment of allergic rhinitis due to grass pollen, did not
meet the primary endpoint in a second Phase III study.
The Company was in a judicial reorganization. Subsequent to the closing date of these financial statements
the Shareholders’ Meeting of ASIT Biotech approved the contribution of the the imaging business of the
DMS Group to ASIT Biotech (see Note 28)
The Company in the past has been funded by a combination of private investors, funds from regional and
national authorities, by funds collected as a result of the IPO that took place in May 2016, and in 2018 and
2019 through the issuance of (convertible) notes. In addition, several grants and recoverable cash advances
have been awarded to the Company to support its R&D activities.
The financial statements have been authorized on April 29, 2022 by the board of directors of the Company.
Note 2. Summary of significant accounting policies
2.1 Statement of compliance
The financial statements of the Company for the year ended 31 December 2021 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. Annual accounts have been
prepared in accordance with IFRS for the first time for the accounting period ending 31 December 2015.
2.2 Principal accounting policies
The principal accounting policies for preparing the financial statements are summarized below.
2.3 Basis of preparation
The financial statements have been prepared on the historical cost basis. Historical cost is generally based
on the fair value of the consideration given in exchange for assets or liabilities. All entries are made at
historical cost, with the exception of the share-based payments (not accounted for in Belgian GAAP), the
recoverable cash advances and the derivatives embedded in the convertible notes; which are fair valued.
46
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based on
the presumption that the transaction to sell the asset or transfer the liability takes place either in the
principal market for the asset or liability or in the absence of a principal market, in the most advantageous
market for the asset or liability. The principal or the most advantageous market must be accessible by the
Company. The fair value of an asset or liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that the market participants act in their economic
best interest.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
•
•
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable;
•
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
The following standards and interpretations are published, issued but are not yet effective and have not
been applied to the IFRS financial statements of the Company. Some may or may not affect the preparation
of future annual reports. The Company will assess full impact of these standards in due course:
Texts endorsed by EFRAG:
•
Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure
of accounting policies (applicable as from 1/1/2023);
•
Amendments to IAS 8: Accounting policies, change in accounting estimate and errors : Definition of
accounting estimates (applicable as from 1/1/2023);
•
•
IFRS 17 Insurance contracts including amendments to IFRS 17 (applicable as from 1/1/2023);
Amendments issued on May 14, 2020, to IFRS 3 Business Combinations, IAS 16 Property, Plant and
Equipment, IAS 37 Provisions, contingent liabilities and contingent assets and Annual Improvements
2018-2020 (applicable as from 1/1/2022);
Texts not yet endorsed by EFRAG:
•
Amendments to IAS 12: Income taxes : Deferred tax assets and liabilities arising from a single transaction
(applicable as from 1/1/2023);
It is not expected that the application of the above mentioned IFRS standards, interpretations and
amendments will have a significant impact on the financial statements.
2.4 Foreign currency translation
The financial statements are presented in Euro (EUR; €) which is the Company’s functional and presentation
currency. All values are rounded to the nearest thousand (‘000’ €; K€), except when otherwise indicated.
47
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 balance sheet date are
translated at the foreign exchange rates 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 periods, are recognized in the income statement.
2.5 Intangible assets
Research and development costs
Research costs are expensed as incurred. Development costs are recognized as intangible assets, if and only
if, all of the following conditions are met:
•
•
•
•
•
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 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.
As at December 31, 2021 the Company has no project; either research or development; going on.
Other intangible assets
Purchased intangible assets, such as patents, licenses and purchased IT, are capitalized if it can be
demonstrated that such assets will generate future economic benefits for the Company.
Intangible assets are amortized in accordance with the expected pattern of consumption of future economic
benefits derived from each asset. Specifically, intangible assets are amortized on a straight line basis over
their estimated useful life.
The Company has at this stage no intangible asset carried on the statement of financial position.
2.6 Property, plant and equipment
Property, plant and equipment are initially recorded in the statement of financial position at their acquisition
cost, which includes the costs directly attributable to the acquisition and installation of the asset. Any
government grant received with respect to the acquisition of property, plant and equipment is deducted
from the acquisition cost of the related asset.
Property, plant and equipment are recorded at their historical cost less accumulated depreciation and
impairment, if any.
Property, plant and equipment are depreciated on a straight-line basis over their estimated useful life. The
estimated useful life of each category of property, plant and equipment is as follows:
48
IT and laboratory & manufacturing equipment
Leasehold improvements
Other
3 to 10 years
The shorter of rent duration and 10 years
10 years
Property, plant and equipment are 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, which is the
difference between the net disposal proceeds 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.
Impairment of intangible assets and property, plant and equipment
At each reporting date, the Company assesses whether there is an indication that an asset may be impaired.
If an indication of impairment exists, or when annual impairment testing is required (in the case of goodwill
and intangible assets with an indefinite useful life), the Company estimates the asset’s recoverable amount.
The recoverable amount of an asset is the higher of the assets or cash-generating units (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 group of assets. When the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered as 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 recoverable amount since the last impairment loss was recognized. The
reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceeds the carrying amount that would have been determined, net of depreciation, had no impairment
loss has been recognized for the asset in prior years. Such reversal is recognized in the income statement.
As the Company currently does not generate significant cash-inflows, it is to be noted that the recoverable
amount of an asset is determined on basis of its fair value less cost of disposal.
2.7 Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the
contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at
fair value. Transactions costs that are directly attributable to the acquisition or issue of financial assets and
liabilities are added or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition.
49
A. Financial assets
The Company has only loans and receivables which are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Loans and receivables include trade
receivables and other receivables which are measured at amortized cost using the effective interest method,
less any impairment. Interest income is recognized by applying the effective interest rate, except for short-
term receivables when the effect of discounting is immaterial.
Derecognition
A financial asset is derecognized when the contractual rights to receive cash flows from the asset have
expired or when the Company transferred its rights to receive cash flows and substantially all risks and
rewards of ownership of the financial asset to another party. If the Company neither transfers nor retains
substantially all the risks and rewards of ownership and continues to control the transferred asset, the
Company recognizes its retained interest in the asset and an associated liability for amounts it may have
to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial
asset, the Company continues to recognize the financial asset and also recognizes a collateralized
borrowing for the proceeds received.
Impairment of financial assets
The Company assesses, at each reporting date, whether there is objective evidence that a financial asset
or a group of financial assets is impaired. An impairment exists if one or more events that has occurred
since the initial recognition of the asset (an incurred “loss event”), has a negative impact on the estimated
future cash flows of the financial asset or the group of financial assets that can be reliably estimated.
The carrying amount of the asset is reduced through the use of an allowance account and the loss is
recognized in the income statement.
B. Financial liabilities
All financial liabilities are initially recorded at fair value, net of directly attributable transaction costs, if any.
After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective
interest rate method. Amortized cost is calculated by considering any discount or premium on acquisition
and fees or costs that are an integral part of the effective interest rate. The effective interest rate
amortization is included as financial cost in the income statement.
The Company’s financial liabilities include non-current liabilities (financial debt) and current liabilities
(financial debt, trade and other payables).
Derecognition
The Company derecognizes financial liabilities when, and only when, the Company’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 income statement.
C. Compound financial instruments
A compound financial instrument is a non-derivative financial instrument issued by the Company that
contains both a liability and an equity component (e.g. notes issued that are convertible into a fixed number
of shares).
50
When initially accounting for a compound financial instrument the Company:
-
-
-
Identifies the various components of the instrument;
Determines the fair value of the liability component (see here-after); and
Determines the equity component as the residual amount, being the issue proceeds of the
instrument less the liability component.
The liability component of a compound financial instrument is determinend at the fair value of a similar
liability / debt that does not have an associated equity conversion feature. Practically this is done by
determining the net present value of all potentially contractually determined future cash flows under the
instrument, discounted at the rate of interest applied by the market at the time of issue to instruments of
comparable credit status and providing substantially the same cash flows, on the same terms, but without
the conversion option.
The equity component of a compound financial instrument is thus a residual.
Transaction costs incurred for the issuance of a compound financial instrument are allocated to the liability
and equity components on a pro rata basis.
Subsequently, the equity component that has been credited direct to equity is not remeasured. The liability
component is re-measured in accordance with IFRS 9 meaning that if the financial instruments is not
classified as at fair value through profit or loss, it will be accounted for at amortized cost applying the
effective interest rate method.
D. (Embedded) Derivatives
Certain debt instruments of the Company contain embedded derivatives such as conversion (or non-
conversion) features of issued or committed convertible bonds. Such identified derivatives are separated
from the host instrument and fair valued with the change in fair value recognized in the income statement.
The fair value of such derivatives is determined on the basis of a valuation technique which belongs to the
Level 3 category of the fair value hierarchy.
Specifically; for the Convertible Plan , the following matters were taken into consideration when determining
the fair value of the different conversion (or non-conversion features):
•
whether some features under the control of the Company have an economic value or not for the
Company considering its business model;
•
•
an estimation of the convertible bonds that will be ultimately issued under the plan;
the conversion price features;
When issued bonds or notes are converted into shares of the Company; the portion of the fair value of the
related converted bonds or notes are re-classified within equity under a specific reserve and no gain or loss
is recognized at conversion.
2.8 Equity instruments
Equity instruments issued by the Company are recorded at the fair value of the proceeds received, net of
transaction costs.
51
2.9 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term deposits
with a maturity of or less than 3 months, and which are subject to an insignificant risk of changes in value.
2.10 Income taxes
Income taxes include current income tax and deferred income tax.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the tax authorities. Tax rates and tax laws that are considered to determine the amount of tax assets or
liabilities are those that are enacted or substantially enacted, at the reporting date.
Deferred income 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 reporting date. Deferred tax
liabilities are recognized for all taxable temporary differences, except when the deferred tax liability arises
from the initial recognition of an asset or liability in a transaction that 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 is probable that
taxable profit 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 differences arises from the initial recognition of an asset or liability in a transaction
that at the time of the transaction affects neither 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 profit 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 tax 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 substantially 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 taxation authority.
2.11 Employee benefits
The Company did not have any employee during financial year 2021.
52
A. Short-term employee benefits
Short-term employee benefits include salaries and social security 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 presented within current liabilities (other payables). As
the Company employs several scientists dedicated to research activities; it enjoys a relief from personal
withholding taxes. This incentive is not presented as other income but as a deduction of the payroll
expenses.
B. Post-employment benefits
Post-employment benefits include pensions and retirement benefits for employees, which are covered by
contributions of the Company.
The Company has set up a pension scheme for its employees. Under such scheme, the Company pays
contributions based on salaries to an insurance company responsible for paying out pensions and social
security benefits, in accordance with the laws and agreements applicable in Belgium.
In Belgium, the pension plans are by law subject to minimum guaranteed rate of return, which was until
recently 3.25% on employer contributions (for premiums until 31 December 2015) and between 1.75% and
3.75% for subsequent premiums (depending on the evolution of the OLO 10 years rate).
In theory, such pension scheme shall be treated in accordance with IAS 19 “Employee Benefits” as a defined
benefit plan. The Company accounts for those plans as defined contribution plans and compare the “walk
away liability” or the vested rights at reporting date with the fair value of the plan assets. If the vested rights
are higher as compared to the fair value of the plan asset, a liability is recognized for the shortage at the
reporting date. Outstanding payments at the end of the period, if any, are presented within current liabilities
(other payable).
The Company is of the opinion that the impact of accounting for the pension scheme as a “defined
contribution plan” in place of a “defined benefit plan” is not material taking into consideration (i) that all
employees left the Company in 2020 and (ii) the average employee seniority with the Company was rather
low.
2.12 Share-based compensation
There are several equity-settled share-based compensation plans in place. The fair value of the employee
(or Director) services received in exchange for the grant of stock options or warrants is determined at the
grant date using a Black & Scholes valuation model.
The total amount to be expensed over the vesting period, if any, with a corresponding increase in the “share-
based payment reserve” within equity, is determined by reference to the fair value of the stock options or
warrants granted, excluding the impact of any non-market vesting conditions. At each balance sheet 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 when
the stock options or the warrants are exercised.
53
When warrants granted under a share-based compensation plan are not exercised and have expired, the
amount previously recognized under the share-based payment reserve is reclassified to the caption
accumulated deficit, within equity.
2.13 Provisions
A provision is set up by the Company if, at the reporting date, the Company has a present obligation, either
legal or constructive, as a result of past events, when it is probable that an outflow of resources will be
required to settle the obligation and when a reliable estimate of the amount can be made.
2.14 Grants – Recoverable cash advances
Government grants are recognized if there is reasonable assurance that the Company will comply with the
conditions attached to them and that the grants will be received.
The Company receives the support from the Regional Government under the form of recoverable cash
advances. Recoverable cash advances are aimed at supporting specific development programs.
When a recoverable cash advance agreement is signed with the Walloon Region, the Company determines
the fair value of the amount it will have to reimburse and accounts for it as a financial liability. To determine
this fair value, the Company estimates future cash outflows it will have to support considering (i) the
probability that the Company will notify the regional government whether it will decide or not to exploit
the results of the research phase (ii) the estimation of the timing and the probability of the future sales and
(iii) an appropriate discount rate.
Subsequently, at each closing date, the financial liability is accounted at amortized cost using the effective
interest rate method considering the initial discount rate. When doing so, the Company reviews at least
annually – or more frequently if there are indicators, either positive or negative, the estimation of the timing
and the probability of the future sales of the products benefiting from the support of the Walloon Region
and, if necessary, adjust the amount of the financial liability accordingly either upwards or downwards
against financial expense or income respectively.
Any difference between the cash advance and the fair value of the liability is considered as a government
grant and until the cash is received from the Walloon Region a receivable towards the Walloon Region is
accounted for.
When the grant is received, it is at first deferred within “Other Payables” under the caption “Deferred Grant
Income”. Subsequently, the grant is recognized in the income statement under the caption “Other Income”
when the amount can be measured reliably, being when the costs eligible to benefit from the support of
the Walloon Region are submitted and accepted by the Walloon Region.
2.15 Grants relating to the acquisition of property, plant and equipment
Government grants are recognized if there is reasonable assurance that the Company will comply with the
conditions attached to them and that the grants will be received. Such grants are presented as a reduction
of the acquisition cost of the related asset.
54
2.16 Tax Credit relating to R&D expenditures
R&D expenditures of the Company can benefit – subject to the fulfillment of certain conditions – from the
so-called Tax-Credit mechanism. This mechanism grants the Company a reduction of its current tax payable
for an unlimited period and hence reduces the tax payments, if any. If the Company does not have enough
current tax to be paid to benefit from this reduction, the Company will receive in cash, the amount of the
Tax-Credit after five years. This Tax-Credit is accounted for in accordance with IAS 20 Government Grants
and not IAS 12 Income Taxes (i.e. a receivable is recognized for the amount of the Tax-Credit that the
Company is entitled to receive in the future and the counterpart is accounted for within “Other Income” in
the income statement). So far, eligible years for the Tax Credit are 2014, 2015, 2016, 2017, 2018 and 2019.
2.17 Leases
Lease arrangements are accounted for in accordance with IFRS 16 “Lease Contracts” as from January 1, 2019.
When applying IFRS 16 for the first time, the Company applied the simplified retrospective approach i.e. as
if the lease contracts were entered into as at January 1, 2019. As a consequence; no restatement of the
comparatives figures has been carried out and there is no impact on the opening equity as at January 1,
2019.
The Company does not apply IFRS 16 to lease contracts with a lease term shorter than one year (renewal
options considered) and to lease contracts of assets having an insignificant value.
In accordance with IFRS 16, at commencement of a lease arrangement; a right-to-use the asset subject of
the lease arrangement is accounted for and a leasing debt is recognized to reflect the obligation of the
Company to pay the lease over the non-cancellable term of the lease. The initial amount accounted for
corresponds to the present value of the lease payments to be made over the non-cancellable lease term.
Subsequently; the right-to-use the related asset is depreciated over the non-cancellable lease term.
2.18 Borrowing costs
Borrowing costs are expensed as incurred as there is no qualifying asset for which capitalization of
borrowing costs may be required.
2.19 Revenue
As of today, the Company has only incidental revenue. The Company will develop accounting policies when
it will begin to generate material revenues.
2.20 Segments
Until date, all Company’s activities were related to research and development and as a consequence, there
was only one operating segment. The reporting to the decision maker is currently done at the global level.
Assets of the Company are located in the country of domicile per 31 December 2021.
55
Note 3. Capital management
Capital comprises equity attributable to shareholders, borrowings and cash and cash equivalents. The
Company’s policy is to maintain a strong capital base in order to maintain investor confidence in its capacity
to support the future development of its operations. The Company’s objectives when managing capital are
to maintain sufficient liquidity to meet its working capital requirements and fund capital investment in order
to safeguard its ability to continue operating as a going concern.
The Company monitors capital regularly to ensure that the legal capital requirements are met and may
propose capital increases to the shareholders’ meeting to ensure the necessary capital remains intact.
Note 4. Management of financial risks
4.1 Financial risk factors
The Company’s activities expose it to a variety of financial risks such as liquidity risk.
4.2 Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. The Company’s activities may expose it to changes in foreign currency
exchange rates and interest rates. The Company is not exposed to any equity price risk or commodity price
risk as it does not invest in these classes of investments.
4.3 Foreign exchange risk
The Company may be exposed to foreign currency risks through its operating activities. To date, certain
purchase transactions were undertaken in Swiss francs (CHF), in British Pounds (GBP) and in US Dollars
(USD). However, the magnitude of purchases in foreign currencies is currently limited; meaning that the
Company’s exposure to fluctuation of the exchange rate of the concerned currencies into Euro is limited. In
the future, as the developments progress and particularly in view of the commercialization of the product
candidates, the foreign exchange risk may significantly increase, especially the foreign exchange risk linked
to the USD.
4.4 Counterparty risk
As part of the Convertible Plan put in place in July 2018 and 2019, the Company has been exposed to a
counterparty risk. Under this plan, the parties taking part to it were committed, under certain conditions, to
subscribe to notes to be issued by the Company. If a counterpart had not the economic ability to subscribe
to such issuance of notes, the Company would have not succeded in obtaining the committed financing.
4.5 Liquidity risk
56
The ability of the Company to maintain adequate cash reserves to support its activities in the short and
medium term is highly dependent on the Company’s ability to raise additional funds and / or to find
agreements with its debtors As a consequence, the Company is exposed to significant liquidity risk in the
short and medium term.
Analysis of contractual maturities of financial liabilities at December 31, 2021 is as follows:
2021
2020
Trade &
Other
payables
Trade &
Other
payables
Convertible Financial
notes debts
Convertible Financial
(In EUR 000)
Provisions
Provisions
notes
debts
Less than 1 month
Less than 1 year
1 - 5 years
More than 5 years
TOTAL
3954
908
5.292
4.985
90
217
56
79
79
132
132
3.954
0
908
5.292
363
4.985
Note 5. Fair value
The carrying amount of cash and cash equivalents, trade receivables, other receivables and other current
assets approximate their value due to their short-term character.
The carrying value of financial debts, trade payables and other payables approximates their fair value due
to the short-term character of these instruments.
The fair value of financial debts (non-current and current) is evaluated based on their interest rates and
maturity date. These instruments have fixed interest rates, or no interest rate and their fair value
measurements are subject to changes in interest rates. The fair value measurement is classified as level 2.
The fair value measurement of the derivatives embedded in the convertible bonds is classified as level 3.
Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation techniques:
Level 1: quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2: valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable; and
Level 3: valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
The value of financial assets and liabilities is summarized in the following table (in 000’s €):
57
Carrying value
Fair value
31-12-21 31-12-19
(In EUR 000)
31-12-21
31-12-20
Other long - term receivables
Trade and other receivables
Other current assets
1.574
389
6
1.917
233
8
1.574
389
6
1.917
233
8
Cash and cash equivalents
1.218
2.851
1.218
2.851
Financial debt
Convertible notes
Provision
363
5.292
132
363
5.292
132
3.954
79
3.954
79
Trade and other payables
908
4.985
908
4.985
Note 6. Critical accounting estimates and assumptions
When preparing the financial statements, judgments, estimates and assumptions are made that affect the
carrying amount of certain assets, liabilities and expenses. These include the going concern assessment, the
share-based payment transactions, the accounting for research and development expenses, the recoverable
cash advances received, the accounting treatment of convertible notes and deferred taxes. These
judgments, 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 Company’s future EU - IFRS financial statements.
6.1 Critical judgements
The financial statements have been prepared on a going concern basis.
At the end of November 2019, the Company announced the below threshold efficacy result of its lead
product gp-ASIT+TM in a second phase III trial leading to the termination of its main activity. Immediately
following these results, the Company has taken all measures required to minimize the future operating
expenses.
As at December 31, 2021, the cash position of the Company amounted to € 1.22 million and the Company
had no financing instruments available.
At the date of publication of this Annual Report, based on the contribution in kind realized with DMS Group
and the choice of certain creditors to opt for the conversion scenario, the Company expects that it does
have sufficient working capital to cover its working capital needs for a period of at least 12 months following
the date of publication of this Annual Report.
6.2 Critical accounting estimates and assumptions
Share-based payments
58
The Company has several equity-settled, share-based payment plans in place. Estimating fair value for
share-based payment transactions requires determination of the most appropriate valuation model, which
is dependent on the terms and conditions of the option plan. This estimate also requires determination of
the most appropriate inputs to the valuation model including the expected life of the share option, volatility
and dividend yield and making assumptions about them.
Research and development expenses
In line with market, the Company is of the opinion that research and development expenditures do not
meet the capitalization criteria until successful completion of Phase III is achieved which in principle will not
be achieved.. Accordingly, no research and development asset has been recognized in the financial
statements of the Company.
Deferred tax assets
As a result of significant losses incurred by the Company, the Company enjoys tax losses that can be carried
forward. However, no deferred tax asset has been recognized at this stage, as it cannot be demonstrated
that the tax losses will be compensated by future taxable income in the foreseeable future.
Recoverable cash advances and government grants
The Company benefits from recoverable cash advances granted by the Walloon Region. Recoverable cash
advances are aimed at supporting specific development programs and typically functions as follows:
•
An agreement is concluded with the Regional Government consisting in three distinct phases being a
research phase, a decision phase and an exploitation phase.
•
During the research phase, the Walloon Region supports part of the costs incurred by the Company for
a specific development program (up to 55% of an agreed budget). At the start of the program, the
Walloon Region, makes a first down-payment of 30% of the agreed budget (the so-called “avance fonds
de roulement”). During the Research Phase; which typically lasts two years, the Walloon Region pays
additional amounts to the Company, as the program is realized by the Company. The additional
payments are made on basis of costs statements submitted by the Company and accepted by the
Walloon Region.
•
•
At the end of the research phase, there is a decision phase of six months, allowing the Company to
decide whether or not it will exploit the results of the research phase.
If the Company decides not to exploit the results of the research phase, it has to notify the Region and
transfer to the Region the rights associated with the research phase. Accordingly, the advances received
are not to be reimbursed at all.
•
If the Company, decides to exploit the results of the research phase, it will enter into the exploitation
phase. Such decision triggers the following obligations towards the regional government:
o
30% of the total cash advance received has to be reimbursed unconditionally in accordance
with a reimbursement plan (typically covering a period of ten years);
o
The Company has to pay to the regional government royalties based on the sales that will be
generated by the products that have benefited from the cash advance (and this for a period of
up to ten years);
o
The maximum amount the Company may have to pay in accordance with this mechanism is
capped to twice the total amount of the cash advance received.
59
A recoverable advance is thus in substance partly a financial liability of the Company towards the Walloon
Region and partly a grant (if it is estimated that the amount initially received from the Walloon Region will
eventually exceed the financial liability estimated by the Company). The amount of the financial liability
that the Company recognized in its previous financial statements was thus subject to a high degree of
subjectivity and required a.o. the Company to make estimates of the future sales it may derive in the future
from the products that benefited from the support of the Walloon Region. Considering that the Company
announced in November 2019 the below threshold efficacy result of its lead product gp-ASIT+TM in a second
phase III trial, the assumptions the Company considered with respect to the royalties to be paid in the future;
which were based on an estimation of potential sales in 2026 and 2027 may not materialize in the future.
Convertible notes – issued in 2019
In July 2019 the Company raised € 5,025,000 through the issuance of convertible notes. When analyzing the
conversion features of these convertible notes the Company concluded that the convertibles notes
consisted in a compound financial instrument.
Accordingly an equity component and a liability component have been determined for the convertible
notes.
The liability component has been estimated at € 4,697,936 by calculating the net present value of a liability
of similar amount and term discounted at 8%; representing the interest rate that the market would have
charged to the Company at the time of issuance of the notes considering a.o. the credit status of the
Company. The equity component is thus € 327,064 being the residual between the gross proceeds of €
5,025,000 and the liability component of € 4,697,936.
Transaction costs of € 150,000 incurred have been allocated on a prorate basis to the equity component (€
9,763) and to the liability component (€ 140,237).
Interests on these notes were accrued during 2019 and 2020. As at December 31, 2020 the convertible notes
matured and a debt amounting to € 5.292.248 has been reflected in the statement of financial position.
In 2021; an agreement has been reached with the holders of the Convertible Notes which led to a decrease
of the carrying amount of the convertibles notes; amounting as at December 31, 2021 € 3.954.134.
The equity component of € 327.064 has been transferred to another reserve within equity as the notes will
never converted into shares of the Company.
Note 7. Property, plant and equipment and right to use an asset
7.1 Property, plant and equipment
Property, plant and equipment are summarized in the following table (in 000’s €): os TABLEAU AMO JOHAN
Lab
ICT
Furniture
Leasehold
Equipment
and fixtures
improvement
Equipment
Total
611
26
532
25
28
Net book value end 2019
60
Lab
ICT
Furniture
Leasehold
Equipment
and fixtures
improvement
Equipment
Total
2020
Disposals
Depreciation
(13)
(7)
(340)
(92)
(10)
(13)
(2)
(5)
(364)
117
6
100
2
21
129
Net book value
2021
Disposals
Depreciation
(6)
-
(53)
(13)
(2)
-
(21)
-
(82)
(13)
-
34
-
-
34
Net book value
-
-
-
190
(155)
34
-
-
-
-
-
-
190
(1,155)
34
Cost
Accumulated depreciation
Net book value
At the exception of few equipment all other items of property plant & equipment have been disposed
during 2021.
7.2 Right to use an asset
As at January 1, 2019, a right-to-use an asset has been accounted for an amount of € 118,089 with a similar
leasing debt; assuming that the lease of the Liège building was presumed to end in February 2021
considering the non-cancellable lease term. The initial amount accounted for corresponds to the net present
value of the lease payments to be made over the remaining non-cancellable lease term. When determining
the net present value of the lease payments a 8% discount rate has been applied. The right-to-use the asset
is amortized on a straight-line basis over the remaining non-cancellable lease term. In 20220 an
amortization charge of € 59,045 has been accounted for (€ 49,204 in 2019).
Considering the fact that the projects undertaken by the Company have been stopped, the Company agreed
with the landlord to early terminate the lease of the Liège building as at December 31, 2020. Accordingly,the
lease has been de-recognised in the financial statements as at December 31, 2020. This derecognition led
to a gain of €11.000, included within “other income” (see note 19).
Note 8. Other long-term receivables
Other long-term receivables are summarized in the following table (in 000’s €):
31/12/2021
31/12/2020
Deposits
3
16
1,571
1,900
Tax credit related to R&D expenditures
1,574
1,917
Total other long-term receivables
61
Considering the activities of the Company, ASIT biotech is eligible to benefit from a cash refund from the
tax authorities, notwithstanding the taxable position of the Company, calculated as a percentage of the
expenditures made by the Company for certain R&D activities. The receivable recognized in the 2020
statement of financial position with respect to this incentive, amounted to € 2,078 (000’s) and related to
expenditures made over the years 2016 until 2019. The receivable relating to the 2016 eligible activities will
fall due in 2021 and has been recognized for an amount of € 178 (000’s) among other current receivables
and has been cashed in during 2021.
In 2021; the receivable relating to the 2017 eligible activities and that will fall due in 2022 (i.e. € 328 ‘000) is
presented among current other receivables. See here-after.
Note 9. Other receivables
Other receivables are summarized in the following table (in 000’s €):
31/12/2021
31/12/2020
VAT receivable
Other
54
54
328
178
382
366
Other receivables
As at December 31, 2020, the other receivables include the tax-credit incentive relating to the R&D activities
of 2016. As at December 31, 2021 it includes the tax-credit incentive relating to the R&D activities of 2017.
Note 10. Other current assets
Other current assets relate to prepaid expenses and accrued income which amount to €6,000 and €8,000
as at December 31, 2021 and 2020.
Note 11. Cash and cash equivalents
Cash and cash equivalents are summarized in the following table (in 000’s €):
31/12/2021
31/12/2020
Savings accounts
796
424
1,796
1,055
Current accounts
1,218
2,851
Total cash and cash equivalents
Note 12. Capital, share premium and cost of capital increase
In the course of 2019, 11 capital increases were realized. As a result 3,495,744 new shares were issued and
the share capital increased to € 17,076,221 represented by 21,892,592 shares at December 31, 2019. The
share premium amounted to € 38,629,860.
Capital is unchanged in 2021 and 2020 compared to 2019.
62
A full detail of the history of capital can be found in the section CORPORATE GOVERNANCE under Shares
and shareholders titled “History of share capital”.
Note 13. Share based compensation
Over the years, the Company has set up various warrants’ plans, which have been accounted in accordance
with IFRS 2 “Share-based payments”.
As at December,31 2021 and 2020, only some of the warrants granted under the 2018 plan and under the
2019 plan approved by the Extraordinary Shareholders’ meeting are outstanding.
13.1 2018 Warrant Plan
On June 15, 2018, the board of directors decided, under the authorized capital, to issue 1,250,000 warrants
to be allotted to personnel members, managers and board of directors’ members, on the basis of a plan
characterized as follows: (i) an exercise price that is the lowest between (a) the average course of the share
during the 30 days preceding the offer of the warrants and (b) the latest course of closing preceding the
offer date, it being understood that the exercise price of the warrants granted to the beneficiaries who are
not members of staff may not be lower than the average share price during the 30 days preceding the day
on which the emission started (ii) each warrant gives the right to subscribe to one new share, (iii) an exercise
period of 10 years for employees and 5 years for non-salaried employees, (iv) the warrants are granted for
free, and (v) the warrants are subject to a three-years and six-months employment condition:
•
•
•
if at the end of the first calendar year following the warrants’ offering (i.e. as at 31 December 2019), a
beneficiary of the warrants is still employed by the Company, 33% of the granted warrants are
considered as acquired by the beneficiary;
if at the end of the second calendar year following the warrants’ offering (i.e. as at 31 December 2020),
a beneficiary of the warrants is still employed by the Company, 66% of the granted warrants are
considered as acquired by the beneficiary; and
if at the end of the third calendar year following the warrants’ offering (i.e. as at 31 December 2021), a
beneficiary of the warrants is still employed by the Company, all of the granted warrants are considered
as acquired by the beneficiary.
At 31 December 2019, 345,000 of these warrants have been allocated, and 120,000 warrants were
outstanding. Considering departures in 2020, as at 31 December 2020, 20,000 warrants are outstanding. As
a consequence an amount of € 33,017 previously expensed and recognized within the share-based payment
reserve has been reversed in the 2020 income statement.
The number of warrants outstanding as at end 2021 does not change compared to 2020 and an expense of
€2 (‘000) has been recognized in 2021.
Number of
distributed
warrants
Number of
accepted
warrants
Number of lost
warrants
(reallocable)
Number of
outstanding
warrants
Exercise
price (€)
Expiry date
2018 Incentive Plan
345,000
345,000
325,000
20,000
3.65
31/12/2023
63
Total
345,000
345,000
325,000
20,000
13.2 2019 Warrant Plan – Plan approved by the extraordinary general meeting
On June 28, 2019, the extraordinary general meeting decided to issue 434,240 warrants to be allotted to
personnel members, managers and board of director members on the basis of a plan characterized as
follows: (i) each warrant could be exercised for one share (ii) the warrants are granted for free, i.e. no
consideration is due upon the grant of the warrants, (iii) the warrants have a term of five years since the
grant, (iv) the warrants can be exercised during two specified periods and (v) the warrants are subject to a
three-years vesting period.
At December 31, 2019, 434,240 of these warrants have been allocated and accepted, and 306,600 warrants
were outstanding. As at December 31, 2020 and 2021, 151.320 warrants are outstanding. For this plan, a
net charge of € 13,267 has been accounted in the 2020 income statement and of € 12 (‘000) in the 2021
income statement.
Number of
distributed
warrants
Number of
accepted
warrants
Number of lost
warrants
(reallocable)
Number of
outstanding
warrants
Exercise
price (€)
Expiry date
2019 Incentive Plan
2019 Incentive Plan
300,000
459,240
300,000
434,240
300,000
282,920
-
1.3310
1.2324
31/12/2024
31/12/2024
151,320
Total
759,240
734,240
582,920
151,320
Accounting for share-based payment
The fair value of each option or warrant is estimated on the date of grant using the Black & Scholes model
and the following assumptions:
Plan 2018
Number of warrants granted
Exercise price
345,000
€ 3.65
0%
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected duration
Forfeiture rate
35%
-%
5 years
0%
Fair Value
€ 383,000
64
Plan 2019 (plan approved by the extraordinary general meeting)
Number of warrants granted
Exercise price
434,240
€ 1.2324
0%
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected duration
Forfeiture rate:
35%
-0.67%
4 years
0%
Fair Value
€ 141,000
As a consequence of the departure of almost all personnel in 2020 most warrants granted previously have
been forfeited. The accounting of the different plans resulted in a positive amount of € 97,000 in the income
statement of 2020.
In 2021 an expense of €14,000 has been accounted for.
Note 14. Financial debts
The financial debts relate to the recoverable cash advances received from the Walloon Region (see 15.1)
and to the (convertible) notes issued in 2018 and 2019 (see 15.2). They are summarized in the following
table (in 000’s €):
31/12/2021
31/12/2020
Non-current cash advances received
Current cash advances received
Convertible notes 2018
-
-
273
90
50
50
Convertible notes 2019 ‘A’
3,954
5,242
Total
3,954
5,655
14.1 Recoverable cash advances received
House dust mite allergy recoverable cash advance (RCA HDM)
In December 2015, the Walloon Region granted a subsidy consisting in a refundable advance amounting
to € 1,254,000 for the development of the house dust mite treatment. The Company received € 314,000 in
December 2015 and € 815,000 in 2016. The balance of € 125,000 was received in the course of 2018.
The refundable cash advance covered a maximum of 55% of eligible expenses incurred by the Company
during a research phase of two years for the development of the house dust mite treatment. This cash
advance is not bearing any interest. Pursuant to that agreement, a decision from the Company, between
2017 and 2026 to proceed with the commercialization of the product resulting from the subsidized R&D
program would trigger the non-revocable repayment of 30% of the advance granted for an amount of €
376,000. In addition, the Walloon Region is entitled to the payment of a fee equivalent to 0.12 % of the
sales amount during the first 120 months of commercial exploitation. The total amount payable by the
Company to the Walloon Region is capped to twice the initial refundable advance amount or € 2,508,000
considering the first repayment of 30%.
65
Given the below threshold efficacy results of its product candidate for the treatment of grass pollen allergy
based on a mix of peptides only, management has revised its forecast of expected sales of the product
candidate to treat house dust mite allergy and hence reduced its obligations to pay royalties during the
first 120 months of commercial exploitation. Potential sales are now expected to start in 2026. Accordingly
the amount of the recoverable cash advance has been reviewed downwards by € 128,000 to € 336,513 as
at December 31, 2019. This assumption has been maintained in the preparation of the 2020 financial
statements.
As at December 2021 as a result of an agreement with the Walloon Region the debt has been de-recognized
and considering the amounts paid during the year an income of € 299 (‘000) has been accounted for in the
statement of comprehensive income.
Food allergies recoverable cash advance (RCA FOOD)
The Company was granted on January 12, 2017 a refundable cash advance of about € 6,000,000 from the
Walloon Region to finance 55% of its food allergy drug development program. The conditions attached to
this grant are in substance similar to the ones for the house-dust mite program as described above; except
of the fact that the percentage of the royalties to be paid during the exploitation phase is set to 0.11% of
the future sales of the related product. The total amount to be paid by the Company to the Walloon Region
is capped to twice the amount that the Company will enjoy from the Walloon Region. If the Company
decides to exploit the results of the research program currently undertaken; in 2019 and beyond; this would
trigger the obligation for the Company to reimburse 30% of the cash advance (and this over a ten-years
period). Royalties’ payments will only occur if the Company is able to bring the product designed up to
commercialization.
With respect to this agreement, it has been considered that no debt had to be recognized as the Company
will not pursue with the exploitation of the results of the research phase or not. Accordingly, the amount of
this cash advance, is accounting-wise treated as a government grant in accordance with IAS 20. As at
December 31, 2020 an amount of € 732.000 has been accounted for among other payables as a grant
received but deferred (see note 18). This position has been maintained in the statement of financial position
as at December 31, 2021.
14.2 Convertible notes 2018 (CNs2018)
On July 10, 2018, the Company raised € 12,000,000 through a private placement of convertible notes, the
CNs2018. The net proceeds of this offering were aimed at supporting the clinical development of the
product candidates of the Company and especially the second Phase III study in Europe of its lead product
gp-ASIT+TM for the treatment of grass pollen allergy.
In this context, the Company issued 240 CNs2018 at an issuance price of € 2,500 each and 4,560 subscription
rights to subscribe to 4,560 additional CNs2018 under certain terms and conditions.
The following conditions were attached to the CNs2018:
-
-
The CNs2018 did not bear any coupon and had a maturity date of twelve months as from issuance.
The CNs2018s were convertible into ordinary shares at the holders’ convenience before maturity
or automatically converted on the maturity date at the conversion price being equal to 92% of the
volume-weighted average price over the trading day preceding the holder’s request of conversion
or maturity date, providing that such price may not be lower than € 1.1368.
66
-
-
-
The Company had the right to redeem the CNs2018 at a price of € 2.600 instead of issuing new
shares.
The subscription of one CN2018 gave the right to any subscriber to receive, for free, nineteen
subscription rights.
Each subscription right gave the right to subscribe to one new CN2018 at any time during a period
of 19 months after their issuance, at an exercise price of € 2,500 per CN2018. The Company had
the possibility, however, to oblige the holders of those subscription rights to exercise at least 1 of
the 19 subscription rights every 30 calendar days. This right of the Company was however
suspended if, and for the duration of, the stock price fell under € 1.1368.
A total of € 12 million has been committed during the offering that took place, payable to the company in
20 equal tranches over a period of 20 months.
Considering the conversion features of these CNs2018 it was considered appropriate to consider them as a
debt instrument and, at inception of the plan, to treat the different conversion (or non-conversion) features
as derivatives and to fair value them.
In 2018, a total of 1,680 CNs2018 were subscribed for a total amount of € 4.20 million. Out of these 1,680
CNs2018, 1,335 were converted into ordinary shares of the Company. Accordingly, as at December 31, 2018,
345 CNs2018 were still outstanding.
In 2019, a total of 1,404 CNs2018 were subscribed for a total amount of € 3.51 million and a total of 1,729
CNs2018 were converted into shares. As at December 31, 2019, 20 CNs2018 were still outstanding. This has
not changed over 2020.
Given the below threshold of the efficacy results of the second phase III trial announced end 2019, the stock
price of the Company fell significantly below the € 1.1368 threshold, having the consequence that the
holders of the remaining subscription rights were freed from their commitment to further subscribe to
CNs2018. Accordingly, the remaining balance of the fair value of the conversion feature of the plan that was
initially recognized at inception of the plan has been reversed through the statement of comprehensive
income for an amount of € 377,391 in 2019.
The financial statement of the Company was impacted as follows in 2019 (in €):
Amount in the statement of financial position as at January 1, 2019
Proceeds from the issuance of CNs2018 in 2019
Nominal value of CNs2018 converted into new shares
Reversal of outstanding fair value of conversion feature
Fair value of the conversion feature in equity at conversion
Amount in the statement of financial position
1,615,761
3,510,000
(4,322,500)
(377,391)
(375,870)
50,000
No movement took place in 2020 and 2021.
The outstanding balance of 50,000 € as at December 31, 2021 has been reallocated to current liability and
should be converted into capital as planned in the PRJ.
14.3 Convertible notes 2019 (CNs2019)
67
In July 2019, the Company completed a private placement of convertible notes for a total amount of €
9,225,000, the CNs2019. These notes were divided into two parts with the aim of minimizing the dilution of
existing shareholders and limiting the risks for investors. The first part of € 5,025,000 was paid-up at issuance
to cover the cash needs to the end of 2019 and the second part of € 4,200,000 would be paid-up upon
publication of all satisfactory primary endpoints from the latest phase III study.
As a result 67 CNs2019 were issued and paid-up immediately, the CNs2019 ‘A’. As the conversion features
of these CNs2019 ‘A’ allowed for the conversion of the notes into a fixed number of shares; the net proceeds
of € 4,875,000 (as € 150,000 of issuance costs have been supported by the Company) have been apportioned
between an equity component (€ 317,301) and a liability component (€ 4,557,699) at initial recognition of
the notes.
The conversion feature of the CNs2019 ‘A’ was subject to the outcome of the results of the latest phase III
study, which have been announced in November 2019. As these results are below the efficacy threshold, in
accordance with the terms of the notes; the notes are not to be converted into shares but are to be re-
imbursed at maturity (i.e. December 31, 2020) and are bearing a 3% annual interest rate. As at December
31, 2019 an amount of € 208,101 has been accrued corresponding to the interest charge calculated at the
effective interest rate, which has been estimated at 10,00% considering the above mentioned issuance costs,
meaning that the notes were carried at the balance sheet for an amount of € 4,765,801. In 2020 a further
amount of € 476,445 has been accrued resulting in the notes being carried in the statement of financial
position for an amount of € 5,242,246. These notes have not been re-imbursed as at December 31, 2020.
As the issuance of the 56 CNs2019 ‘B’ was contingent on the positive results of the latest phase III study,
these notes will not be issued.
In 2021; following an agreement reached with some holders of the CNs 2019; the debt accounted for in the
statement of financial position has been reduced to by € 1,036,830 with as a counterpart the caption “other
income” in the statement of comprehensive income. Considering re-imbursements made during the year
and amounting to € 301,284 the outstanding balance of the CNs 2019 as at December 31, 2021 is €
3,904,134.
Note 15. Provision
A provision amounting to € 132 (‘000) and relating to a litigation provision with the former CEO of the
Company has been accounted for in the statement of financial position as at December 31, 2020. In the
preparation of the 2021 financial statements the amount of the provision has been reviewed downwards to
€ 79,000. See also Note 25 for more information.
Note 16. Trade payables
Trade payables as at the end of each financial year can be presented as follows (in 000’s €):
31/12/2021
31/12/2020
Payables
Invoices to be received
58
19
4,167
85
Total
77
4,252
68
The balance has significantly decreased in 2021 following the so-called PRJ procedure which led to a gain
of € 3,281 (‘000) and presented within other income in the statement of comprehensive income.
Note 17. Other payables
Other payables can be presented as follows (in 000’s €):
31/12/2021
31/12/2020
Withholding taxes
Social security
-
58
(57)
58
Investment grant
Deferred grant income
732
732
Total
789
733
The Company did receive in the past an investment grant for the Liège building for a total amount of € 58
(‘000). This grant was initially accounted for as a deduction of the acquisition cost of the related assets. As
at December 31, 2020 the employment condition attached to this grant is not met, the grant is considered
to be re-imbursable.
The other payables comprise a deferred grant income of € 732 (‘000) as at December 31, 2021 and 2020
related to the RCA FOOD. Under the RCA FOOD, the Company received an amount of € 1,650,142 as working
capital. In 2018 € 458,373 and in 2019 € 459,907 was recognized as other income meaning that an amount
of € 731,862 was accounted for among deferred grant at December 31, 2019. No change took place in 2020
and in 2021. The initial idea to extend the duration of the RCA FOOD was abandoned. The Company has
submitted the final report of the RCA FOOD to the Walloon Region. For a total amount of € 896 (‘000)
expenses were submitted. The closure of the RCA FOOD will be executed after the closure of the PRJ. Based
on initial discussions and a first review with the Walloon Region, the Company expects that an amount of €
732 (‘000) could be accepted of which 55% is financed under the RCA FOOD. As a result the deferred grant
income would be reduced to 329 (‘000) and this amount have to be reimbursed to the Walloon Region.
Once the final review of the Walloon Region has taken place, the final amount will be known.
Note 18. Other income and expenses
In 2021 other income amounts to € 4,698,447 and consists of the following:
•
•
A gain on the de-recognition of the recoverable cash advance amounting to € 324,373;
The impact of agreements reached with debtors of the Company which to the partial de-recognition of
accounts payable and CNs 2019 and totalling € 4,318,266 allocated between holders of CNs 2019 (€
1.036.830) and suppliers (€ 3.281,436);
•
•
•
An income of € 40,000 relating to a remittance on a fine;
Gains on disposal of items of property, plant & equipment for an amount of € 4,235;
Other items for 11,569 €
In 2020 other income amounted to € 380,368 and consisted of the following:
69
•
Additional income recognized with respect of R&D investment tax receivable for an amount of €
358,808 (see notes 8 and 10);
•
•
Gains on disposal of items of property, plant & equipment for an amount of € 10,026;
A gain on the de-recognition of the lease contract of the Liège building for an amount of € 11,534.
In 2021 other expenses amount to € 59,858 and consist of the following:
•
•
A fine for € 22,500;
Other items for € 37,358.
In 2020 other expenses amounted to € 288,504 and consisted of the following:
•
•
Losses on disposal of items of property, plant & equipment for a total amount of € 242,204;
€ 45,695 relating to the investment grant of the Liège Building that is re-imbursable as the Company
does not fulfill anymore the employment condition associated with this grant;
•
Other immaterial items for € 605.
Note 19. Research and development expenses
No Research and development activities were entered into in 2021. 2020 costs can be summarized as follows
(in 000’s €):
31/12/2021
31/12/2020
Staff costs
-
-
-
-
-
-
-
-
-
-
(152)
45
Share-based payment
Studies & analyses
Laboratory supplies
Depreciation and amortization
Rent
485
(15)
(119)
(20)
(120)
(23)
-
Patents
Facilities
External advice
Other
(27)
Total research and development costs
-
53
R&D expenses in 2020 amounted to only € 53 (‘000). Main drivers are the Staff costs (see note 22) and the
studies & analysis expenses. The Company has stopped all activities in the allergy field and just finalized its
ongoing obligations under the Phase III study. The Company was also able to avoid certain study related
expenses that prudently were foreseen in 2019 as invoices to be received. As a result, the amount of Studies
& analysis is € 485 (‘000) in positive instead of € 136 (‘000) in negative.
70
Note 20. General and administrative expenses
General and administrative expenses can be summarized as follows (in 000’s €):
31/12/2021
31/12/2020
Staff costs
(301)
(14)
(294)
(62)
(15)
(13)
(2)
(534)
53
Share-based payment
External advice
(306)
(85)
(12)
(57)
(26)
(75)
Facilities
ICT
Depreciation and amortization expense
Rent
Other
(52)
Total general and administrative expenses
(754)
(1,043)
Note 21. Staff benefits
Staff benefits can be summarized as follows (in 000’s €):
31/12/2021
31/12/2020
Remuneration
(294)
(7)
(734)
1
Social charges
Fringe benefits
Pension scheme
Share-based payment
Holiday pay accrual
Other
(12)
(16)
97
77
(2)
(14)
Total staff benefits
(315)
(589)
Staff benefits decreased significantly; considering that the Company put to an end its research &
development projects in 2020, meaning that all employees left the Company during the course of 2020.
This led a.o. to the cancellation of warrants granted to employees in the past years (and accounting wise to
the reversal of amounts previously expensed in this respect) and to the reversal of the holiday pay accrual
outstanding as at December 31, 2019.
The social charges as reported above in 2020 include an amount of € 31,020 (negative amount) of relief of
payment of the personal withholding taxes for 2019.
The pension scheme expense recognized in the EU - IFRS income statement relates to the contributions
made by the Company under the pension scheme in place and amounts to € 16,000 in 2020 – nihil
Note 22. Financial income
71
Financial income can be summarized as follows (in 000’s €):
31/12/2021
31/12/2020
Exchange and translation differences
26
74
Total financial income
26
514
Note 23. Financial expense
Financial expense can be summarized as follows (in 000’s €):
31/12/2021
31/12/2020
Interests on CN2019 ‘A’
Un-discounting of RCA liabilities
Exchange differences
Other
(476)
(27)
(27)
(9)
(8)
(7)
Total financial expense
(15)
(539)
See Note 14.3 for more details.
Note 24. Taxes
Tax expense for the year can be reconciled to the accounting loss as follows (in 000’s €):
31/12/2021
31/12/2020
Gain / (Loss) before taxes
Income tax calculated at 25%
Tax exempt other income
3,895
(985)
1,080
(1,362)
340
Effect of unused tax losses not recognized as
deferred tax asset
(95)
(1)
(340)
-
Income tax expense (profit) recognized in
income statement
The tax rate used in the reconciliation is the corporate tax rate of 25% applicable in Belgium.
Other income relating to the agreement reached with debtors of the Company and amounting € 4,318 ‘000
within the framework of the so-called PRJ is tax-exempt.
Unrecognized deferred tax assets
Due to the uncertainty surrounding the Company’s ability to realize taxable profit in the future, the Company
has not recognized any deferred tax assets on tax losses that can be carried forward and on notional interest
deductions. Tax losses of the Company that can be carried forward amount to approximately € 67.7 million
as at December 31 2021 and € 67.3 million as at December 31, 2020. Tax losses that can be carried forward
are determined on the basis of the statutory financial statements and local Belgian tax rules. Accordingly,
the yearly variations in tax losses carried forward cannot be compared to the IFRS results for the same
period. In Belgium, tax losses can be carried forward indefinitely.
72
Note 25. Contingencies
In April 2019, the former CEO Mr. Thierry Legon initiated a legal procedure against the Company in order
to obtain from the latter the payment of a termination indemnity corresponding to two years of
remuneration calculated on the basis of the fixed and variable remuneration paid by the Company to Mr.
Legon for the last two years before the termination and of the lost warrants. The Company considers that
the amount of such indemnity should be equal to zero or at a maximum capped at an amount of € 209
(‘000). € 77 (‘000) has been paid in Q1 2019, as a result a provision of € 132 (‘000) was accounted for in the
statement of financial position as at December 31,2020. Considering the development of this case during
2021; the provision set up by the Company has been reviewed downwards and now amounts to €79,000.
-
Tax credit assets
The Company has obtained R&D tax credits for its past activities in the research and development fields.
Considering discussions that took place during the year; which could led to a change of control of the
Company (see also events after the balance sheet date paragraph) may induce that the Company may not
be able to enjoy such credits in the future.
The transaction with DMS Group in 2022 which involve a major change in the shareholding of the Company
could lead to the application of articles 207 and 292, §2 of the Belgian income tax code. These provisions
foresee that in the event of a change of control of a company, tax losses carried forward (but also other tax
latencies) and R&D tax credits are only maintained by the company to the extend this change of control
meets legitimate economic or financial needs. Based on the common definition that the concept of
legitimate economic or financial needs has received from tax authorities, including the Ruling Commission,
courts and tribunals, and based on the envisaged transaction, there could be a risk that, in the event of a
tax audit following the transaction, tax authorities could challenge the existence of such legitimate needs.
In order to mitigate that risk, the Company has decided to ask for a ruling to the Tax administration. The
financial consequences of the tax ruling decision will be reflected in the financial statements once the
position of the Tax administration has been received.
In the statement of financial statements as at December 2021; R&D tax credits are accounted for for an
amount of €1,571,335 (Non-current other receivables) and €328,899 (Current other receivables).
Note 26. Commitments
There are no commitments related to capital expenditures at the balance sheet date.
Note 27. Related party transactions
The Company doesn’t have any subsidiaries as at December 31, 2021.
The Company has not entered into transactions with its principal shareholders. The Company has entered
into transactions with companies relating to directors. Please see the section CORPORATE GOVERNANCE
under Conflict of interest and related parties titled “Related party transactions” for a description of such
transactions. Other than those transactions the Company has not entered into any related party transactions
with any shareholders or directors or any persons or entities affiliated with any of the shareholders or
directors.
73
27.1 Remuneration of key management
The remuneration of the senior management consists of the remuneration of the CEO (in 000’s €):
31/12/2021
31/12/2020
Short-term remuneration & compensation
294
14
375
23
Share based payment
Total
308
398
No loans or other guarantees have been given to a member of the executive management team.
27.2 Transactions with non-executive directors and shareholders
In 2021 and 2020 the non-executive Directors are not remunerated.
Note 28. Events after the balance sheet date
On January 24th, 2022, the Shareholders’ Meeting of ASIT Biotech approved the contribution of the Imaging
division of DMS Group to ASIT Biotech.
As a consequence two capital increases were approved :
-
-
a number of creditors have contributed their debt to ASIT Biotech through a contribution in kind
so that the capital has increased from 17 076 221.76 € to 21 071 856.50 €.
This was followed by DMS Group’s contribution in kind to ASIT Biotech:
o
100% of shares issued by AXS
o
100 of shares issued by APELEM including inderecty its subsidiaries and the bone
densitometry activity previously contributed from DMS to APELEM
100% of shares issued by MEDILINK; and
o
o
Current accounts held by DMS Group on the medical imaging division susidiaries
As a result, the capital of ASIT Biotech increased from 21 071 856.50 € to 66 071 856.50 €, now 88.33%
owned by DMS Group.
As part of the transaction, the company ASIT Biotech changed its name to become DMS Imaging. The social
object was also adapted to the new activities of the company.
The company’s Board of Directors was replaced. It will now be represented by
-
-
-
Mr Jean-Paul ANSEL, Executive Director and Chaiman of the Board of Directors
Mr Samuel Sancerni, Executive Director and Managing Director
Mrs Louise Armengaud, Non Executive Director.
Note 29. Earnings per share
The Company has warrants that may be settled in common shares of the Company which are anti-dilutive
considering the loss of the year 2020. As such the basic and diluted earnings per share are equal. The basis
for the basic and diluted earnings per share is the net loss for the year attributable to the owners of the
74
Company. For 2021; considering the gain of the year; warrants allowing subscription of 170.000 shares*
have taken into consideration when dermining diluted earnings per share. However considering the number
of common shares outstanding it does not have any material impact on the calculations.
31/12/2021
31/12/2020
Gain / (Loss) for the year attributable to the
owners of the Company (in 000’s €)
3,895
(1,362)
Weighted average number of shares for
basic gain/ (loss) per share
21,892,592
21,892,592
Weighted average number of shares for
diluted gain / (loss) per share
22,062,592
21,892,592
Gain / (Loss) per share basic and diluted
(in € per share)
0,18
(0.06)
Note 30. Auditor’ fees
The statutory auditor of the Company are RSM Réviseurs d’Entreprises SRL represented by Luis Laperal.
In 2021, the total amount of the remuneration paid to the statutory auditor was € 35,750 (€ 20,000 for the
review of the accounts and € 15,750 for specific missions).
75
Statutory Auditor’s Report
DMS IMAGING SA
STATUTORY AUDITORS’ REPORT TO THE GENERAL SHAREHOLDERS’ MEETING OF DMS
IMAGING SA ON THE EU-IFRS FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31
DECEMBER 2021
In the context of the statutory audit of the EU-IFRS financial statements of DMS IMAGING (the Company),
we hereby present our joint statutory auditors’ report. It includes our report on the audit of the EU-IFRS
financial statements as well as our report on the other legal and regulatory requirements. These reports
form part of an integrated whole and are indivisible.
We have been appointed as statutory auditor by the general meeting of 13 June 2019 following the proposal
formulated by the board of directors issued upon recommendation of the audit committee. Our statutory
auditor’s mandate expires on the date of the general meeting deliberating on the annual accounts closed
on 31 December 2021. We have performed the statutory audit of the EU-IFRS financial statements of the
Company for 17 consecutive years.
REPORT ON THE EU-IFRS FINANCIAL STATEMENTS
Unqualified opinion
We have audited the EU-IFRS financial statements, which comprise the statement of financial position as
at 31 December 2021, and the statement of profit or loss and other comprehensive income, the statement
of changes in equity and the statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information, and
which show a statement of financial position total of K€ 3.216 and for which income statement and other
comprehensive income shows a profit for the year of K€ 3.895.
In our opinion, the EU-IFRS financial statements give a true and fair view of the equity and financial position
as at 31 December 2021, as well as of its financial performance and its cash flows 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 unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in
Belgium. Our responsibilities under those standards are further described in the 'Statutory auditor's
responsibilities for the audit of the EU-IFRS financial statements' section in this report. We have complied
with all the ethical requirements that are relevant to the audit of EU-IFRS financial statements in Belgium,
including those concerning independence.
We have obtained from the board of directors and Company officials the explanations and information
necessary for performing our audit.
76
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Emphasis of Matter
We draw your attention to the note 25 in the annual report, which describes that on 24 January, 24th 2022
a transaction with DMS Group took place leading to a change of control of the Company. This transaction
creates uncertainty as to whether the research tax credits accounted for in the Company's balance sheet
will be maintained. The financial and accounting consequences will depend on the outcome of the
discussions that will be initiated with the tax authorities.
Responsibilities of the board of directors for the preparation of the EU-IFRS financial statements
The board of directors is responsible for the preparation of EU-IFRS financial statements that give a true
and fair view in accordance with the 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 EU-IFRS financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the EU-IFRS financial statements, the board of directors is responsible for assessing the ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the board of directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Statutory auditor's responsibilities for the audit of the EU-IFRS financial statements
Our objectives are to obtain reasonable assurance about whether the EU-IFRS financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an 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 ISAs 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
EU-IFRS financial statements.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to the
audit of 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. Our
responsibilities regarding the application by the Board of Directors of the going concern basis of accounting
are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the EU-IFRS 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 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 internal control;
• 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 board of directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
77
conditions that may cast significant doubt on the 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 EU-IFRS 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 Company to cease to
continue as a going concern;
• Evaluate the overall presentation, structure and content of the EU-IFRS financial statements and
whether the EU-IFRS financial statements represent the underlying transactions and events in a manner
that achieves fair presentation.
We communicate with the audit committee regarding, among other matters, the planned scope and timing
of the audit as well as 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 to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence and, where applicable, related safeguards.
From the matters communicated with the audit committee, we determine those matters that were of most
significance in the audit of the EU-IFRS financial statements of the current year, and are therefore the key
audit matters. We describe these matters in our statutory auditor’s report unless law or regulation precludes
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 management report on the
EU-IFRS financial statements and for the other information included in the annual report.
Responsibilities of the statutory auditor
In the context of our mandate and in accordance with the Belgian standard which is complementary to the
International Standards on Auditing (ISA) as applicable in Belgium, it is our responsibility to verify, in all
material respects, the management report on the EU-IFRS financial statements and the other information
included in the annual report, as well as to report on these matters.
Aspects related to the management report on the EU-IFRS financial statements and to other
information included in the annual report
In our opinion, after having performed specific procedures in relation to the management report and, the
management report is consistent with the EU-IFRS financial statements for the same financial year and is
prepared in accordance with articles 3:5 et 3:6 of the Code of companies and associations.
In the context of our audit of the EU-IFRS financial statements, we are also responsible for considering, in
particular based on the knowledge we have obtained during the audit, whether the management report on
the EU-IFRS financial statements and the other information included in the annual report on the EU-IFRS
financial statements, namely:
• Key Figures EU-IFRS financial statements
• Corporate governance
contain a material misstatement, i.e. information which is inadequately disclosed or otherwise misleading.
Based on the procedures we have performed, we have no material misstatements to report.
78
Statement related to independence
Our audit firm and our network did not provide services which are incompatible with the statutory audit of
EU-IFRS financial statements, and our audit firm remained independent of the Company throughout the
course of our mandate.
Other statements
•
•
In the absence of an audit committee at the date of this report, we have not been able to prepare the
additional report referred to in article 11 of Regulation (EU) No 537/2014.
As the company does not prepare consolidated accounts, no reporting in ESEF format has been
prepared.
Zaventem, 30 April 2022
RSM Réviseurs d’entreprises SRL
Statutory auditor
Represented by
Luis LAPERAL
79
Statutory financial statements
The information included in this section is an extract from the statutory accounts that will be submitted to
the annual shareholders’ meeting in June, 2022 and that will be filed with the Belgian National Bank and
does not include all information as required by Articles 98 and 100 of the BCC.
31/12/2021
31/12/2020
DMS Imaging balance sheet BGAAP (in 000’s €)
ASSETS
Intangibles assets
Property plant & equipment
Other LT receivables
0
0
35
16
130
16
Non-current assets
51
146
Receivable
Cash & cash equivalents
Deferred charges / Accrued income
383
1.218
1,577
291
2,851
1,908
Current assets
TOTAL ASSETS
3,178
3,216
5,050
5,196
EQUITY AND LIABILITIES
Capital
Share premium
Untaxed reserves
Other reserves
Capital Subsidy
17,076
38,630
4,358
(61,733)
0
17,076
38,630
(61,258)
0
Capital & Reserves
Provision for risks and charges
(1,668)
79
(5,552)
132
Provisions and deferred taxes
79
132
Other debt
-
3,954
78
390
5,242
4,252
0
Financial debt
Trade payables
Social and taxes related liabilities
Other current liabilities
Accrued charges
0
830
732
Liabilities
4,862
3,216
10,616
5,196
TOTAL EQUITY AND LIABILITIES
80
31/12/2021
31/12/2020
ASIT biotech income statement BGAAP (in 000’s €)
Revenues
0
0
310
0
R&D capitalize expenses (own production)
Other operating income
0
26
Operating Income
310
26
Cost of sales
Sundry expenses (G&A and R&D)
Payroll expenses
0
(781)
-
0
(874)
(124)
(120)
0
Depreciation charges
Provisions for risks and charges
Other operating charges
(13)
53
(22)
(1)
Operating Expenses
(763)
(1,119)
Financial income
Financial charges
27
(15)
97
(181)
Result before taxes & exceptional
(441)
(1,177)
Exceptional Income (+) / Charges (-)
Taxes
4,326
(1)
(85)
0
Net Result for the period
Transfer to untaxed reserve
Net result to be affected
(3,884)
(4,358)
(474)
(1,262)
An unqualified opinion has been issued by the statutory auditor on April 30, 2022 about the statutory
financial statements dated December 31, 2021.
Subsequent event
On January 24th, 2022, the Shareholders’ Meeting of ASIT Biotech approved the contribution of the Imaging
division of DMS Group to ASIT Biotech.
As a consequence two capital increases were approved :
-
-
a number of creditors have contributed their debt to ASIT Biotech through a contribution in kind
so that the capital has increased from 17 076 221.76 € to 21 071 856.50 €.
This was followed by DMS Group’s contribution in kind to ASIT Biotech:
o
100% of shares issued by AXS
o
100 of shares issued by APELEM including inderecty its subsidiaries and the bone
densitometry activity previously contributed from DMS to APELEM
100% of shares issued by MEDILINK; and
o
o
Current accounts held by DMS Group on the medical imaging division subsidiaries
As a result, the capital of ASIT Biotech increased from 21 071 856.50 € to 66 071 856.50 €, now 88.33%
being owned by DMS Group.
As part of the transaction, the company ASIT Biotech changed its name to become DMS Imaging. The social
object was also adapted to the new activities of the company.
81
The company’s Board of Directors was replaced. It will now be represented by
-
-
-
Mr Jean-Paul ANSEL, Executive Director and Chaiman of the Board of Directors
Mr Samuel Sancerni, Executive Director and Managing Director, and
Mrs Louise Armengaud, Non Executive Director.
Contingencies
In 2022, after the finalisation of the transaction with DMS Group, the former management of the Company
claimed the payment of a variable remuneration linked to the realisation of the transaction. This remuneration
is being reviewed by the Company.
No provision has been recorded in that respect in the statutory 2021 financial statements of the Company.
Accounting Policies (Belgian GAAP)
The valuation rules have been prepared in accordance with the provisions of Chapter II of the Belgian Royal
Decree of April 29, 2019 relating to the implementation of the BCCA (Koninklijk besluit tot uitvoering van
het wetboek van vennootschappen en vereniging/ Arrêté royal portant exécution du code des sociétés et
associations). However, being recognized as a “small company”, whatsoever the date of acquisition is, one
full year of amortizations and depreciations is recognized in the year of acquisition.
Formation expenses and costs relating to capital increases
These expenses, included the issuance costs, historically were recognized as assets and were amortized by
20% annually.
Intangible fixed assets
Research and development costs
As from the accounting year 2016 research costs are no more recognized as intangible assets. However, in
order to comply with the legislation relating to the granting of tax credit, research costs are in first instance
booked as intangible assets then directly fully depreciated in the income statement. The amounts
recognized as intangible assets in the years 2014 and 2015 are depreciated over 5 years.
Development costs are recognized as intangible assets if it is probable that the assets developed will
generate future economic benefits and if the development costs can be measured reliably. Development
costs are amortized on a straight-line basis over their estimated useful life from the moment that they are
available for use.
In the case the recoverable amount of the capitalized research and development costs is no longer justified
by expected future economic benefits an impairment should be recorded. Impairment losses on intangible
fixed assets are shown in the extraordinary charges.
Patents, licenses and similar rights
These costs are capitalized at purchase value or, if lower, at their useful value and are depreciated on a
straight-line basis over a period of 5 years.
Tangible fixed assets
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These assets are capitalized and depreciated on a straight-line basis:
•
•
•
•
•
•
IT equipment: over a period of 5 years;
Installations: over a period of 10 years;
Miscellaneous Equipment & Furniture: over a period of 5 years;
Laboratory equipment: over a period of 5 years;
Leasehold improvements: in the line with the lease agreement period;
Leasing: in the line with the lease agreement period.
In the event where the carrying value exceeds the recoverable value, the Company should record additional
or exceptional depreciations.
Financial fixed assets
These assets are capitalized at purchase value excluding any miscellaneous costs.
The value of shares and participations are impaired in case of reduction in value as a result of the situation,
the profitability or the prospects of the Company related to those shares of participation. Impairment is
recorded in the income statement as extraordinary charge.
The value of long-term receivables is reduced in case the recoverability becomes uncertain at its due date.
Inventories
Inventories are valued at their acquisition cost (weighted average, LIFO or FIO) or at the market value,
whatever the lowest.
Amounts receivable
The amounts receivable do not carry any interest and are capitalized at their nominal value.
Treasury placements
Placements with financial institutions are valued at their purchase value. Additional costs relating to the
purchase of these assets are expensed as incurred.
Reductions in value are recorded in the event where the realization value at the date of the closing of the
financial year is below the purchase value.
Debts (payable after one year – payable within one year)
All debts are capitalized at their nominal value at the date of the closing of the financial year.
The interests relating to the outstanding debts are accrued on the regularization accounts if not paid yet
during the year. Interest expenses are presented with the financial expenses.
Regularization accounts
Regularization accounts on the assets side
These accounts include:
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•
•
The pro rata parts of the charges incurred during the financial year or during a previous financial year
but that are related to one or more subsequent financial years.
The pro rata parts of the proceeds that will only be received during a subsequent financial year but that
relate to a previous financial year.
Regularization accounts on the liabilities side
These accounts include:
•
The pro rata parts of the charges that will only be paid during a subsequent financial year but that relate
to a previous financial year.
•
The pro rata parts of the proceeds received during the financial year or a previous financial year but
that relate to one or more subsequent financial years.
Currencies
The amounts receivable and debts in other currencies are converted at the applicable exchange rate at the
date of the closing of the financial year.
Currency losses are recorded in the income statement.
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OTHER
Definitions
Annual Report
The 2021 annual report approved by the board of directors of the Company on
April 29, 2022
Articles of Association
Brussels Grant
the articles of association of the Company
the grants received by the Company from the Brussels-Capital Region and further
described under the section Risks Related to Third Parties
CGC
the corporate governance charter of the Company
CNs2018
In July 2018, the Company completed a private placement of convertible
notes for a total amount of € 12.00 million. The Company issued 240
convertible notes at an issuance price of € 2,500 each and 4,560
subscription rights to subscribe to 4,560 additional convertible notes under
certain terms and conditions. See Note 15.2 for more details
CNs2019
In July 2019, the Company completed a private placement of convertible
notes for a total amount of € 9,23 million. These notes were divided into
two parts, ‘A’ and ‘B’, with the aim of minimizing the dilution of existing
shareholders and limiting the risks for investors. As a result 67 convertible
notes were issued and paid-up immediately, the CNs2019 ‘A’. The
conversion feature of these CNs2019 ‘A’ is subject to the outcome of the
results of the latest phase III study, meaning that in case of positive results
the CNs2019 ‘A’ would be converted into a variable number of shares and
in case of a negative result the CNs2019 ‘A’ would be reimbursed at
December 31, 2020. The issuance of the 56 CNs2019 ‘B’ is contingent on
the positive results of the latest phase III study. See Note 15.3 for more
details
Code on Corporate
Governance
the Belgian Code on corporate governance of 2009 for the fiscal year 2019 and of
2020 for the fiscal year 2020
Company
ASIT biotech SA
Financial Statements
the audited EU - IFRS financial information of the Company as of and for the years
ended 31 December 2020 and 2019
Medicinal Products
Directive
Directive 2001/83/EC on the Community code relating to medicinal products for
human use
PRJ
Procedure of Judicial Reorganization. ASIT biotech has obtained the benefit of the
judicial reorganization by collective agreement in execution of the judgment
delivered on February 11, 2020 by the Commercial Court of Liège1 in application
of the law of August 11, 2017 inserting Book XX "Insolvency of Enterprises" in the
Code of economic law (hereinafter the "Law"), as well as a suspension of payment
expiring on 11th June 2020. According to the Law, ASIT biotech has established a
plan of judicial reorganization explaining its proposal regarding the conditions
under which the Company’s creditors will be repaid. This plan was deposited in
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the central solvency register at January 11, 2021 and was submitted to the
approval of the Company’s creditors at February 3, 2021.
PRJ-debt
The debt that falls under the PRJ for a total amount of 9.946.515 EURO
regulatory laws and regulations with which the Company has to comply
the shares of the Company
Regulatory Regulations
Shares
Shareholders
the shareholders of the Company
Shareholders’ Meeting
SME
the general shareholders’ meeting of the Company
small company within the meaning of article 15 of the BCC
the 2014 Plan, the 2015 Plan, the 2016 Plan, the 2018 Plan and the 2019 Plan
Stock Based Plans
Transparency Law
the Belgian Law of May 2, 2007 on the disclosure of significant shareholdings in
issuers whose securities are admitted to trading on a regulated market and
containing various provisions (Loi relative à la publicité des participations
importantes dans des émetteurs dont les actions sont admises à la negotiation sur
un marché règlementé et portant dispositions diverses/Wet op de openbaarmaking
van belangrijke deelnemingen in emittenten waarvan aandelen zijn toegelaten tot
de verhandeling op een gereglementeerde markt en houdende diverse bepalingen)
Walloon Grant
Warrants 1
the refundable cash advance received by the Company from the Walloon Region
and further described under the section RISK FACTORS under Risk related to third
parties and Note 15.1
warrants approved during the shareholders’ meeting held on December 7, 2017
enabling the subscription to a new share at the price of € 3.83 per share, and
expiring on June 30, 2018
Warrants 2
warrants approved during the shareholders’ meeting held on December 7, 2017
enabling the subscription to a new share at the price of € 3.83 per share, initially
expiring on December 31, 2019, and extended until June 30, 2020
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Glossary
ASIT
Allergen Specific Immunotherapy
Improved Antigen Specific Immuno Therapy
Belgian Companies Code
ASIT+
BCC
CEO
Chief executive officer
CFO
Chief financial officer
CGU
Cash generating units
EUR
Euro, also shown as €
FSMA
GMP
gp-ASIT+
Belgian Financial Services and Markets Authority
Good Manufacturing Practices
the ASIT+ product candidate developed by the Company for the treatment of grass
pollen allergy by subcutaneous injections
HDM
House dust mite
hdm-ASIT+
the ASIT+ product candidate developed by the Company for the treatment of house
dust mite allergy by subcutaneous injections
IASB
IFRS
International Accounting Standards Board
International Financial Reporting Standards
Intellectual property
IP
PCT
Patent Corporation Treaty
pnt-ASIT+
the ASIT+ product candidate developed by the Company for the treatment of
peanut allergy by subcutaneous injections
R&D
US
Research and development
United States of America
USD
United States Dollar, also shown as $
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Financial calendar
Release of Annual Results 2021
April 29, 2022
Publication of Annual Report 2021
April 30, 2022
Shareholder’s Meetings
June 30, 2022
Release of Half Year Results 2021
September 30, 2022
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