Discontinued operations |
21. Discontinued operations On February 8, 2024, the Group signed a non-binding term sheet with Perceptive Advisors related to the divestment of part of its business. On April 2, 2024, the sale became effective. The allosteric modulator drug discovery technology platform and a portfolio of preclinical programs have been divested to a new Swiss company, Neurosterix Pharma Sàrl that has received committed funding of USD 65 million from a syndicate of investors led by Perceptive Advisors (Perceptive Xontogeny Venture Fund II L.P, Perceptive Life Sciences Master Fund Ltd and Acorn Bioventures 2, L.P) (the “Neurosterix Transaction” or “Transaction”) from April 2, 2024 to the issuance date of these unaudited condensed consolidated financial statements. The Group received gross proceeds of CHF 5.0 million in cash and an equity interest representing 20% of Neurosterix US Holdings LLC (note 1). The Group retained its partnerships with Janssen Pharmaceuticals, Inc. and Indivior PLC, as well as unpartnered clinical stage assets including dipraglurant for Parkinson’s disease and post-stroke/TBI recovery and its preclinical GABAB PAM program for chronic cough. The Transaction includes the transfer of the associated R&D staff and infrastructure. As part of the Transaction, the Group and Neurosterix Pharma Sàrl entered into a service agreement which provides the Group with access to certain staff and infrastructure at zero cost to ensure the operation of the Group retained business until December 31, 2024. In 2025, this agreement was not formally renewed, but Neurosterix agreed to allow the Group to have access to some employees and infrastructure at zero cost (note 10). As the allosteric modulator drug discovery technology platform and a portfolio of preclinical programs have been sold on April 2, 2024, such activities have been identified as discontinued operations for the period beginning on January 1, 2024 and terminating on April 1, 2024. The net gain of the sale of activities amounted to CHF 13,961,900 during the six-month period ended June 30, 2024. During the same period ended June 30, 2025, the Group recognized an additional discontinued gain of CHF 117,747 from the sale of activities, related to a consideration receivable considered as contingent during previous periods. As of June 30, 2025, there is not any remaining contingent consideration receivable. Financial performance of discontinued operations: | | | | | | | | | | | For the three months | | For the six months | | | ended June 30, | | ended June 30, | | | 2025 | | 2024 | | 2025 | | 2024 | Other income | | — | | — | | — | | 38,401 | Research and development | | — | | (17,842) | | — | | (1,337,938) | General and administration | | — | | (36,976) | | — | | (673,259) | Total operating costs | | — | | (54,818) | | — | | (2,011,197) | | | | | | | | | | Operating loss | | — | | (54,818) | | — | | (1,972,796) | | | | | | | | | | Finance expense | | — | | — | | — | | (5,672) | Net loss before tax | | — | | (54,818) | | — | | (1,978,468) | Income tax expense | | — | | — | | — | | — | Net loss from discontinued operations | | — | | (54,818) | | — | | (1,978,468) | Net gain of the sale of activities after income tax | | 117,747 | | 14,390,211 | | 117,747 | | 13,961,900 | Total net gain from discontinued operations | | 117,747 | | 14,335,393 | | 117,747 | | 11,983,432 |
Operating costs of discontinued operations: | | | | | | | | | | | For the three months | | For the six months | | | ended June 30, | | ended June 30, | | | 2025 | | 2024 | | 2025 | | 2024 | Staff costs | | — | | 53,218 | | — | | 1,422,184 | Depreciation | | — | | — | | — | | 67,422 | External research and development costs | | — | | 1,600 | | — | | 333,278 | Laboratory consumables | | — | | — | | — | | 17,735 | Patent maintenance and registration costs | | — | | — | | — | | 62,563 | Professional fees | | — | | — | | — | | 38,271 | Short-term leases | | — | | — | | — | | 8,329 | Other operating costs | | — | | — | | — | | 61,415 | Total discontinued operating costs | | — | | 54,818 | | — | | 2,011,197 |
Cash flows of discontinued operations: | | | | | | | For the six months | | | Ended June 30, | | | 2025 | | 2024 | Net profit from discontinued operations | | 117,747 | | 11,983,432 | Adjustments for: | | | | | Net gain on Neurosterix transaction | | (117,747) | | (13,961,900) | Value of share-based services | | — | | 327,681 | Post-employment benefits | | — | | (27,338) | Depreciation | | — | | 67,422 | Finance cost net | | — | | 5,672 | Increase in trade and other receivables | | — | | (404,940) | Increase in prepayments | | — | | (151,695) | Increase in other current assets | | — | | (5,000) | Decrease in payables and accruals | | — | | (795,215) | Decrease in deferred income | | — | | (38,401) | Net cash flow used in operating activities | | — | | (3,000,282) | | | | | | Net cash flow from investing activities | | | | | Consideration from Neurosterix Transaction | | 57,673 | | 5,119,754 | Legal fees paid for Neurosterix Transaction | | — | | (452,798) | Net cash from investing activities | | 57,673 | | 4,666,956 | | | | | | Cash flows used in financing activities | | | | | Principal element of lease payment | | — | | (63,770) | Interest paid | | — | | (5,672) | Net cash used in financing activities | | — | | (69,442) | | | | | | Net cash from discontinued activities | | 57,673 | | 1,597,232 |
Details of the net gain of the sale of activities: | | | | | | | | | | | For the three months ended June 30, | | For the six months ended June 30, | | | 2025 | | 2024 | | 2025 | | 2024 | Consideration received | | | | | | | | | Cash in from Neurosterix Pharma Sàrl sale | | — | | 5,000,000 | | — | | 5,000,000 | Fair value of Neurosterix US Holdings LLC’s participation | | — | | 9,428,400 | | — | | 9,428,400 | Net gain on Neurosterix Pharma Sàrl derecognition (IFRS 10) | | — | | 539,250 | | — | | 539,250 | Retirement benefit obligation of employees leaving the Group (IAS 19) (note 15) | | — | | 433,791 | | — | | 433,791 | Faire value of service agreement | | — | | 182,348 | | — | | 182,348 | Net debt liabilities related to Neurosterix Pharma Sàrl (IFRS 16) | | — | | 11,144 | | — | | 11,144 | Other consideration | | 117,747 | | — | | 117,747 | | — | Total Disposal consideration | | — | | 15,594,933 | | — | | 15,594,933 | | | | | | | | | | Investment in Neurosterix Pharma Sàrl | | — | | (20,000) | | — | | (20,000) | Legal fees paid for Neurosterix Transaction | | — | | (26,653) | | — | | (454,964) | Accelerating vesting ESOP/DSPPP (note 14) | | — | | (1,158,069) | | — | | (1,158,069) | Total costs related to activities sold | | — | | (1,204,722) | | — | | (1,633,033) | | | | | | | | | | Net gain on sale before income tax | | 117,747 | | 14,390,211 | | 117,747 | | 13,961,900 | | | | | | | | | | Income tax expense on gain | | — | | — | | — | | — | | | | | | | | | | Net gain on sale after income tax | | 117,747 | | 14,390,211 | | 117,747 | | 13,961,900 |
The total net fair value of the sales of activities amounted to CHF 14.1 million including CHF 5.0 million in cash and CHF 9.4 million for the equity interest of 20% in Neurosterix US Holdings LLC.
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