CloudTag Inc. Final Results (6551A)

TIDMCTAG

RNS Number : 6551A

CloudTag Inc.

27 March 2017

27 March 2017

CloudTag Inc.

('CloudTag', 'the Company' or 'the Group')

Final Results for the year ended 30 September 2016

CHAIRMAN'S STATEMENT

CloudTag Inc (AIM:CTAG.L), the company which develops personal performance monitoring for the consumer health, wellbeing and fitness markets, announces its final results for the year ended 30 September 2016.

The past year has been one of significant progress. The team at Cloudtag has worked hard to push forward not just the headline development of the Company's first product and related software but have also built the foundations necessary to ensure that the manufacturing supply chain can meet anticipated demand and the distribution network can provide access to all potential customers in our target markets. In constructing this infrastructure the Company has recruited a formidable team of experienced experts in a wide range of fields.

At the same time that we have been creating this operational base, the management team has developed extensive corporate governance policies, processes and procedures to ensure that the Company is able to meet and exceed its corporate responsibility obligations.

On 27 February 2017 the Company announced that its Nomad, Cairn, had tendered its resignation and the Company has not appointed a replacement. Accordingly, under AIM Rule 1, the Company's shares will be delisted from the AIM market at 7 a.m. on 28 March 2017. The Company will continue its operations as a private company and the Board will continue to drive the Company forward and will seek a return to listed status, in due course.

On behalf of the Board, I would like to thank all of Cloudtag's employees and consultants for their commitment and hard work, and other stakeholders for their continued support.

Anthony Reeves

Chairman

27 March 2017

STRATEGIC REPORT

Chief Executive's Review

The 12 months since our last annual report has been one of rapid progress and development for the Company but has also presented its own challenges. I am very proud of what the growing team has achieved both in terms of product development and progress to mass manufacture as well as the commercial and operational aspects of the business.

Strategic overview

Product development

I am pleased to report that the product development effort throughout 2016 resulted in the launch of Onitor, our new brand identity. This work built upon the technical achievements on the underlying technology during 2015 where third party testing underpinned technical accuracy. The Board is aware that there has been investor frustration that the Company did not release its product to the retail market during the year. The Company is determined to ensure that the product's performance marks a step change to other available devices. Detailed R&D has focussed effort on embedded systems electronics and underlying algorithms and we have also undertaken technical work on production and manufacturing processes. We have developed many proprietary algorithms including but not limited to heart rate, ECG energy expenditure and activity recognition. The Company has filed several more patent applications and design registrations and design patents to protect the intellectual property developed by the group.

In tandem with the detailed work to develop the technical capabilities of the product, we have explored opportunities to identify potential markets for our products to seek out niche areas where our technology will stand out from the established operators in the general wearable technology markets. This work has identified a number of B2C openings in the wellness market and prospects in the automotive and e-textile industries.

During the year we undertook an exercise to review our commercial infrastructure which led to the incorporation of a new UK subsidiary to undertake the development of Onitor, our refocussed product range, and two Cayman subsidiaries to focus on the automotive and e-textile opportunities respectively.

Our early stage development work utilised the services of specialist small volume fabrication works for the production of samples for testing and review but it was necessary to review the manufacturing supply chain to ensure that Cloudtag is capable of providing goods in sufficient volume to meet anticipated demand. In the latter part of the financial year we completed this task and tooling and testing was undertaken with a volume manufacturer based in Malaysia and component supply chains were finalised. Test runs were successfully conducted in the second part of 2016.

In order to ensure that we can deliver our products to market we have also established a distribution network designed to cover the initial core markets in the UK, Europe and the USA. One of the first steps was to engage with Second Chance with an agreement that will provide them with exclusivity with a number of retailers and resellers in certain markets subject to meeting a minimum order requirement, and this was followed with agreements with CITIES and Nemesis. These agreements will provide a solid framework to address our initial markets.

During the financial year, Cloudtag issued 100,507,122 shares for cash raising GBP4,577,000 in aggregate, 12,220,000 shares in repayment of loans and loan interest with an aggregate value of GBP204,000, 1,000,000 shares in respect of warrants exercised raising GBP80,000. In addition, 47,698,204 shares were issued to settle fees with an aggregate value of GBP1,403,000. Since the year end a further 11,817,949 shares have been issued in respect of warrants exercised, raising GBP516,000 in cash. The Company also raised GBP4.5 million gross, GBP3.8 million net through the issue of convertible loan notes which were ultimately converted into 69,859,427 shares.

As is common with pre-revenue companies, the Board has raised funding on a piecemeal basis as its development work has progressed. Whilst this process provides flexibility and allows the Company to raise funds at prices reflecting the progress made, it does not provide forward visibility of the availability of funds and only limited support for the Board's statement on going concern. The Board recognises that many short term investors will not be happy that the trading platform historically provided through our listing on AIM has come to an end and this avenue of funding will no longer be available to the Company. Nevertheless, the majority of our fundraising has come from long term private investors and the Board is confident that the Company will continue to receive the support of these individuals such that it can continue to raise the funds required to support the Company to enable it to continue to operate on a day-to-day basis.

The Board of Cloudtag is committed to good Corporate Governance and has implemented detailed policies and practices in conjunction with external advisors. Whilst it may be difficult for any small business to demonstrate full compliance with best practice, the Board believes that it has established a good balance of robust checks and balances within the practicalities of its size restriction. Nevertheless, the Board recognises that there remains room for further improvement and further development of all aspects of governance will be an ongoing process. The Board continues to retain external advisors on corporate governance matters and currently, the Board is actively seeking to appoint additional directors in the near future.

Review of the period

A summary of highlights during the period include:

During the period from September 2015 to September 2016 the company achieved the following significant milestones:

-- Exhibited first product set, the Cloudtag Track(TM) and the beatSMART(TM) Clip on schedule, at the Consumer Electronics show, Las Vegas, USA in January 2016;

-- Signed a distribution agreement with Second Chance Limited with exclusivity rights conditional on achieving sales values of $5.2 million, which remains in place for H1 2017;

-- Appointed Dr Gerald Bereika as Non-Executive Director, bringing experience and expertise in healthcare services and the psychology of behavioural change to the Board;

-- Signed exclusive strategic commercial license agreement with Imec International, who are shareholders in the Company and who, in partnership with the Company, have developed the unique cutting edge energy expenditure algorithms for the wearable technology;

-- Successful testing with the Human Performance Unit at the Centre for Sports and Exercise Science, University of Essex proving the accuracy of the product with comparative testing to the industry gold standard medical equipment, ECG tracking with 98-99% accuracy and energy expenditure (kcal) tracking between 91-99% accuracy;

-- Reduction in Company's indebtedness through the conversions of loans at preferential rates for the Company and conversion of certain creditors;

-- Investment in areas of strategic focus whilst reducing costs in non-core areas. Maintained R&D spend while increasing expenditure on items with lasting benefits including for manufacturing and one-off tooling costs, sales, marketing and business development;

-- Successful fundraisings of GBP4,657,000 in equity and a GBP1.25 million convertible debt facility;

-- Formation of two new Cayman Island subsidiaries, wholly owned by Cloudtag Inc. which have yet to commence trading but, in the future, will focus on applications of the Company's technology in two new industries, e-textile and automotive;

-- Appointment of Chief Creative Officer, Mr Peter Griffith, previously of Microsoft and Nokia where he was responsible for the creation of a wide range of industry-leading consumer electronic devices;

-- Signed a binding heads of terms with Griffin International Companies Inc. which is part of the CITIES Market Studios Group one of the largest commercialisation and distribution players with over 30 years' experience in North America, for the sale and marketing of Cloudtag products in the USA and Canada;

-- Completed a switch to a high-volume manufacturer in Malaysia, capable of meeting our anticipated production needs for the foreseeable future and the Company arranged for stock to be airfreighted directly to our distribution partners' warehouses;

-- Appointment of Director of Sales, Mr Bhav Dattani, with many years of relevant industry experience having previously been the Head of Sales for UK, Ireland and India for 8 years at Jawbone, a world-leader in consumer technology and wearable devices, and also having previous experience with global consumer electronics companies such as Oregon Scientific and Sony UK;

-- Appointment of in-house chief legal counsel, Rana Chaterjee is in line with the increased commercial activities in both the EU and the US; and

-- Appointment of Chief Business Development Officer, Mr Yuval Lange, Yuval has over 15 years of experience in the Technology, Media and Telecoms (TMT) sectors, leading complex projects and developing commercial engagements in various companies. His primary focus is to expand the Company's strategic B2B opportunities particularly in the UK and EU in addition to growing the Company's B2B operations in the USA with further recruitments.

During the financial year, the Company recorded a loss before taxation of GBP8.3 million (2015: loss of GBP2.0 million) representing a loss per share of 3.07 pence (2015: loss per share of 1.06 pence).

We were pleased to see this progress continue into the period post the year end, highlights during this period included:

-- Fundraising totalling GBP4.5 million gross through a convertible loan note and GBP516,000 through the exercise of warrants;

-- Appointment of David He as Chief Strategy and Data Officer having previously worked in both consulting and investment banking. In his recent role with Kurt Salmon (recently acquired by Accenture), he worked with a number of private equity houses, financial institutions, retailers, manufacturers and fashion brands in a range of projects including business strategy, market & trend analysis, omni-channel, manufacturing and store operations across China, UK and Europe;

-- Final form agreement signed with Cities Market Studios ("CITIES"), for CITIES to act as the Company's sole and exclusive sales representative to sell the Company's products to customers identified by CITIES. CITIES is believed to be one of the largest commercialisation and distribution players with over 30 years' experience in North America;

-- Entered into a distribution agreement with Nemesis Limited ("Nemesis") ("Distribution Agreement"), a UK based company which specialises in the distribution of wearable and automotive technology accessories. The Distribution Agreement is intended to complement the distribution rights granted to Second Chance Limited and CITIES;

-- Launch of the new Company brand Onitor under which the Company's product, the Onitor Track is being launched, including a new consumer focussed website; and

-- Exhibited at the Consumer Electronics Show 2017 in Las Vegas and ISPO in Munich with the Onitor Track.

Summary

While the first quarter of 2017 has had its challenges, we would like to thank all of our dedicated shareholders for their continued support during this unsettling period.

Looking forwards, we have built a strong and vastly experienced team across all areas of the business, positioning us well to take advantage of the commercial opportunities for the Onitor Track release to both B2C and B2B consumers as well as developing the product road map for 2017 and beyond. I look forward to bringing updates to our shareholders as and when we make progress in line with this strategy.

Business risks

There are a number of potential risks and uncertainties which could adversely impact the achievement of our corporate aims.

The Group faces risks frequently encountered by new companies. In particular, its future growth and prospects will depend on its ability to fund and manage growth and to continue to expand and improve operational, financial and management information and quality control systems on a timely basis, whilst at the same time maintaining effective cost controls.

In order to mitigate these risks the Company maintains regular dialogue with its existing investors and the wider financial community regarding the possibility of providing additional funding as and when required. The Company's Chief Executive and executive management applies dynamic management tools to reduce both technological and financial risks on a daily basis and maintains systems commensurate with the current stage of the business. Strategies have been put in place for further appropriate systems and management tools for when revenue streams commence later in 2017.

Progress to Mass Manufacture & Commercial Launch

Cloudtag continues to progress the wearable device towards mass manufacture and commercial launch. The completion of these steps to mass manufacture may take longer than the Directors currently anticipate and/or issues may arise during the process which may delay launch of the products, however the products have been produced with the high volume manufacturer in the Far East and therefore this risk has been reduced. The products have been tested for the core target markets, namely the UK, USA and Germany, however they may need additional testing in order to be sold in certain non-core markets.

Reliance on third-party contractors

The Company has brought much of the core technical know-how, research, development and commercialisation of the product in-house and appointed an experienced technical and operational management team to mitigate risks related to the reliance of third party contractors. Key strategic third party suppliers continue as equity partners in the Company, therefore aligning all parties interests in delivering a successful product.

However, the Group does rely on certain third party contractors to manufacture, assemble and test its products and its failure to successfully manage relationships with these contractors could in turn damage Cloudtag's relationships with customers, decrease anticipated sales and limit growth. The Company maintains good relationships with developers through regular contact. It also reviews alternative supply arrangements to ensure that the Company has a second supplier should any

issues arise.

Legal and contractual risks

To mitigate this risk, the Company has appointed its own in house legal counsel and has appointed experienced executives with acute business acumen to negotiate contracts. These individuals also engage lawyers with suitable expertise in the respective fields of commercial law to ensure contractual terms are valid, and secondly wherever possible contracts are written subject to English law and enforced by English courts.

Impact of negative press

The Company cannot guarantee that those parties that currently or will endorse its products have not conducted themselves in the past and will not conduct themselves in the future in such a way as to bring negative publicity upon the Company. There is the risk that the above situation, or any product failure, may be of a high profile nature. The Company is careful to conduct due diligence and to vet its contractors to ensure a high standard of conduct in order to mitigate this risk. Negative press may also impact on the Company's ability to raise additional funding.

Product liability

The Group may become exposed to product liability risks arising from the use of its technology in consumer products which, if not adequately covered by insurance, may have a material adverse effect upon the Group's financial condition.

The Company seeks to ensure that its insurance cover is adequate for perceived material risks. Furthermore, all of the Company's literature contains disclaimers and protections.

Competition/competing technology

The markets in which the Group expects to operate are competitive and fast moving and may become even more competitive. There can be no guarantee that the Group's competitors will not develop similar or superior technology or offer superior product applications or services to the Group's target markets which may render one or more of Cloudtag's technologies or intellectual property rights obsolete and/or otherwise uncompetitive. Technologies used by the Group may have a shorter commercial life than anticipated, if any, due to the invention or development of more successful technology or applications by competitors who may have greater financial, marketing, operational and technological resources than the Group. In order to mitigate this risk, the Company examines market movements and customer driven developments to ensure it continues to utilise cutting edge technology.

This risk is mitigated by the large barriers to entry to competitors looking to develop similar technology. This includes, but is not limited to, the large intellectual property estate, namely the 11 years of research and development to which the Company has an exclusive world wide perpetual license and the filing of a number of patents covering the unique, in-house- designed sensors and signal processing algorithms for both the hardware and software of the sensors, the innovative sensors design and the mechanical body attachment. Further protection is afforded by the highly skilled technical development team led by a globally experienced and proven management team to develop these cutting edge and innovative technologies.

Across the Group, Cloudtag has the talent, imagination, expertise, tenacity and shared focus needed to excel in our chosen markets. Given our relative size and close control of operations, development and costs, we believe that Cloudtag has an agility and a focus which sets us apart from the rest. We intend to leverage these attributes to be quicker in design, development, reacting to consumer needs and in establishing the relationships with businesses and distributors needed to succeed. We have a simple but effective management structure, allowing each of the management team direct access to the Chief Executive, with efficient communication across all levels of the Group.

Economic climate

The trading activities of the Group will, to a certain extent, be dependent on the economic environment. This risk is mitigated by the size and growth indicators of the wearable technology market. At present the market is one of the fastest growing technology markets in history and is predicted to reach $25 billion by 2019. Consumer focus is health and fitness with an expanding demographic with disposable income.

Financial risk management objectives and policies

The Group's principal financial instruments comprise cash and cash equivalents. The Group has various other financial instruments such as trade receivables and trade payables, which arise directly from its operations.

The Group is exposed to a variety of financial risks which result from both its operating and investing activities. The Directors are responsible for co-ordinating the Group's risk management and focus on actively securing the Group's short to medium term cash flows. The Group does not actively engage in the trading of financial assets and has no financial derivatives. The most significant risks to which the Group is exposed are described below:

Cash flow risks

The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs by investing cash assets safely and profitably. The Directors prepare rolling cash flow forecasts and seek to identify the need and raise additional funding whenever a shortfall in facilities is forecast. The delisting of the Company's shares from trading on AIM removes one avenue of funding but, as evidenced during the financial year and post year, end the Company's Chief Executive has been able to raise additional funds as and when required. Further information on going concern is given below.

Currency risks

The Group does not seek to hedge its foreign exchange risk and the Directors consider that the exposure to movements in foreign currencies is not significant. The impact of Brexit on the Company is uncertain but will be monitored as the process advances. At the time when the Directors consider that exposure to foreign exchange trading risks becomes significant they will seek to adopt appropriate hedging strategies and products.

Going concern

At 30 September 2016, the Group held cash balances of GBP30,000. Since the year end the Group has renewed its draw-down facility over GBP1.25 million of convertible loan notes, originally entered into on 15 January 2016, and raised a further GBP4.5 million in funding, GBP3.8 million, net of costs, from the issue of Loan Notes to L1 Capital Global Opportunities Master Fund and GBP516,000 from the issue of shares on the exercise of options and warrants. The Group has not earned any revenue during the year ended 30 September 2016 or in the period subsequent to that date and the Group remains in a development phase. To this point the operations of the business have been financed from funds raised through the issue of new ordinary shares (including to suppliers in settlement of invoices for services rendered), together with funds raised from loan facilities.

The Directors have considered the cash requirements of the business for the next 12 months. As part of this process, they have prepared detailed cash flow projections which assume that no revenue is generated by the Group. These projections assume that all avoidable costs can be reduced. The forecasts show that the Company will need to raise further funds from external sources to enable it to continue trading and continue with product development.

The Company's AIM nominated adviser has resigned and a new Nominated Adviser has not been appointed. As a consequence, trading of the Company's securities on AIM will be cancelled on 28 March 2017. This will restrict the ability of the Company to raise new funds by way of issue of share capital as the Company's shares will not be traded on a recognised market.

Although the projections used for this purpose assume no revenue is generated, the Directors believe that the Group will launch its first product during the forthcoming twelve months with associated revenue generation. Although revenue generation and the amount of such revenue is uncertain, any such revenues generated would reduce the amount of new finance necessary to support the Business. The directors are continuing to explore alternative sources of finance and have prepared the financial statements on the going concern basis on the assumption that such sources of finance will be found to enable the development of the product to continue.

Amit Ben-Haim

Chief Executive Officer

27 March 2017

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 September 2016

 
                              Note       Year ended      Year ended 
                                       30 September    30 September 
                                               2016            2015 
                                             GBP000          GBP000 
 
 Operational, development, 
  manufacturing and 
  administrative expenses 
 Options and warrants 
  issued in payment 
  of remuneration 
  and services                              (1,532)           (430) 
 Research and development 
  costs                                     (2,846)           (698) 
 Other administrative 
  expenses                                  (3,843)           (846) 
 
 Total operational 
  and administrative 
  expenses                                  (8,221)         (1,974) 
 Loss from operations                       (8,221)         (1,974) 
                                     --------------  -------------- 
 
 Finance cost                                  (98)            (15) 
                                     --------------  -------------- 
 Loss before taxation                       (8,319)         (1,989) 
 
 Taxation                                        12             125 
                                     --------------  -------------- 
 
 Loss after taxation 
  and loss attributable 
  to the equity holders 
  of the Company and 
  total comprehensive 
  income for the period                     (8,307)         (1,864) 
                                     --------------  -------------- 
 
 Loss per share 
 Total basic and 
  diluted (pence per 
  share)                                     (3.07)          (1.06) 
                                     --------------  -------------- 
 

All of the activities of the Group are classed as continuing.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 September 2016

 
                          Share      Share      Convertible   Retained    Total 
                           capital    premium    loan          earnings    equity 
                                                 notes 
                            GBP000     GBP000                    GBP000    GBP000 
 
 Balance at 1 October 
  2014                         154      3,719             -     (4,487)     (614) 
                         ---------  ---------  ------------  ----------  -------- 
 
 Issue of convertible 
  loan notes                     -          -         1,050           -     1,050 
 Conversion of 
  convertible loan 
  notes                         34        816         (850)           -         - 
 Issue of share 
  capital                       17        554             -           -       571 
 Share issue costs               -      (268)             -           -     (268) 
 Transactions with 
  owners                        51      1,102           200           -     1,353 
                         ---------  ---------  ------------  ----------  -------- 
 
 Options and warrants 
  issued in payment 
  of remuneration 
  and services                   -          -             -         430       430 
 Suppliers paid 
  in warrants                    -          -             -          34        34 
 Loss for the period             -          -             -     (1,864)   (1,864) 
 Balance at 30 
  September 2015               205      4,821           200     (5,887)     (661) 
                         ---------  ---------  ------------  ----------  -------- 
 
 Issue of convertible 
  loan notes                     -          -            50           -        50 
 Conversion of 
  convertible loan 
  notes                         12        188         (200)           -         - 
 Issue of share 
  capital                      149      5,915             -           -     6,064 
 Share issue costs               -        (6)             -           -       (6) 
 Transactions with 
  owners                       161      6,097         (150)           -     6,108 
                         ---------  ---------  ------------  ----------  -------- 
 
 Options and warrants 
  issued in payment 
  of remuneration 
  and services                   -          -             -       1,532     1,532 
 Loss for the period             -          -             -     (8,307)   (8,307) 
 Balance at 30 
  September 2016               366     10,918            50    (12,662)   (1,328) 
                         ---------  ---------  ------------  ----------  -------- 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 30 September 2016

 
                               30 September   30 September 
                                2016           2015 
 
 Assets                              GBP000         GBP000 
 
 Fixed assets 
 Property, plant 
  and equipment                          24              1 
                              -------------  ------------- 
 
 Current 
 Trade and other 
  receivables                           426            143 
 Cash and cash equivalents               30             16 
                              -------------  ------------- 
 
 Total current assets                   456            159 
 
 Total assets                           480            160 
                              -------------  ------------- 
 
 Liabilities 
 Current 
 Trade and other 
  payables                            1,415            521 
 Loans                                  163            300 
                              -------------  ------------- 
 
 Total current liabilities            1,578            821 
 
 Liabilities due 
  after one year 
 Loans                                  230              - 
                              -------------  ------------- 
 
 Total liabilities                    1,808            821 
 
 Equity 
 Issued share capital                   366            205 
 Share premium                       10,918          4,821 
 Convertible loans                       50            200 
 Retained earnings                 (12,662)        (5,887) 
                              -------------  ------------- 
 Equity attributable 
 to owners of the 
  company                           (1,328)          (661) 
 
 Total equity and 
  total liabilities                     480            160 
                              -------------  ------------- 
 

The consolidated financial statements were approved by the Board on 27 March 2016.

A Ben-Haim

Director

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 September 2016

 
                                                     Year ended                          Year ended 
                                                   30 September                        30 September 
                                                           2016                                2015 
 
                                                         GBP000                              GBP000 
 Operating activities 
 Loss after tax                                         (8,307)                             (1,864) 
 Share based payments                                     1,532                                 430 
 Depreciation                                                 5                                   1 
 Finance cost                                                98                                  15 
 Income tax credit to 
  profit or loss                                           (12)                               (125) 
 Fees paid in shares                                      1,407                                 207 
 Increase in trade and 
  other receivables                                       (133)                                 (9) 
 Increase/(decrease) in 
  trade and other payables                                  891                               (187) 
 Net cash outflow from 
  operating activities                                  (4,519)                             (1,532) 
 
 Income tax receipts                                        137                                 255 
 Net cash outflow from 
  operating activities 
  after taxation                                        (4,382)                             (1,277) 
                              ---------------------------------  ---------------------------------- 
 
 Cash flows from investing 
  activities 
 Purchase of property, 
  plant and equipment                                      (28)                                   - 
 Net cash outflow from 
  financing activities                                     (28)                                   - 
                              ---------------------------------  ---------------------------------- 
 
 Financing activities 
 Proceeds from issue of 
  share capital                                           4,432                                 983 
 Share issue costs                                          (6)                                   - 
 Other loans advanced                                       204                                 300 
 Other loans repaid                                       (179)                                   - 
 Finance cost                                              (27)                                (15) 
 Net cash inflow from 
  financing activities                                    4,424                               1,268 
                              ---------------------------------  ---------------------------------- 
 
 Net change in cash and 
  cash equivalents                                           14                                 (9) 
 Cash and cash equivalents 
  at beginning of period                                     16                                  25 
                              ---------------------------------  ---------------------------------- 
 Cash and cash equivalents 
  at end of period                                           30                                  16 
                              ---------------------------------  ---------------------------------- 
 

NOTES

   1.            Basis of Preparation 

The Company was incorporated in the Cayman Islands which does not prescribe the adoption of any particular accounting framework. The Board has therefore adopted and complied with International Financial Reporting Standards as adopted by the European Union (IFRS).

The Group's shares are, until 28 March 2017, listed on AIM, a market operated by the London Stock Exchange plc, after which date its shares will not be traded on a recognised market.

The principal accounting policies applied by the Group are set out in the Company's financial statements. These policies have been consistently applied to all the periods presented, unless otherwise stated.

The financial information set out in this preliminary announcement does not constitute statutory accounts. The consolidated statement of financial position at 30 September 2016, the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and associated notes for the year then ended have been extracted from the Group's 2016 financial statements upon which the auditor's opinion is unqualified but contained a paragraph of emphasis of matter relating to going concern.

   2.            Segmental Information 

An operating segment is a distinguishable component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group's chief operating decision maker to make decisions about the allocation of resources and an assessment of performance and about which discrete financial information is available.

The chief operating decision maker has defined that the Group's only operating segment during the period is the development of physiological technology. All of the corporate headquarter costs are allocated to this segment.

The Group has not generated any revenues from external customers during the period.

In respect of the non-current assets all (2015: all) arise in the UK.

   3.            Loss per share 
 
                                               Year ended                     Year ended 
                                             30 September                   30 September 
                                                     2016                           2015 
 
 Loss on ordinary activities 
  after tax (GBP000)                              (8,307)                        (1,864) 
                               --------------------------  ----------------------------- 
 
 Weighted average number 
  of shares for calculating 
  basic loss per share                        270,594,687                    176,281,283 
                               --------------------------  ----------------------------- 
 
 Basic and diluted loss 
  per share (pence)                                (3.07)                         (1.06) 
                               --------------------------  ----------------------------- 
 

There are 29,700,000 share options and 58,683,334 warrants unexercised as detailed in note 8. Their effect is anti-dilutive, but are potentially dilutive against future profits. Additionally, there is an amount of GBP173,999 (2015: GBP7,496) accrued in respect of Directors fees which is due to be paid in shares at the share price at the time of issue. The number of shares this equates to is therefore variable but had these shares been issued on 30 September 2016, this would have equated to 877,011 shares at 19.84p each.

Since the year end a further 81,677,376 shares have been issued, and there has been a net increase in the warrants in issue of 58,041,478 whose impact is potentially dilutive.

   4.            Going concern - significant uncertainty 

In forming our opinion on the financial statements, we have considered the adequacy of the disclosures made in the principal accounting policies of the financial statements concerning the Group's ability to continue as a going concern.

The Group incurred a net loss of GBP8,307,000 during the year ended 30 September 2016 and, at that date, the Group had net liabilities of GBP1,328,000. Although further funds have been raised by the issue of convertible loan notes and draw down on borrowing facilities since the end of the financial year, the ability of the Group to continue trading is reliant on its ability to raise further funds to finance product development and other activities until such time that sales of its product commence and profits from such exceed fixed costs. The ability to raise future funds is restricted by the fact that the Parent Company's shares will not be traded on AIM after 28 March 2017 following the resignation of the Company's Nominated Adviser. There can be no certainty that further funds can be raised or about the timing of the sales of the Group's product commencing or of the value of such sales. These conditions, along with the other matters explained in the principal accounting policies of the financial statements, indicate the existence of a significant uncertainty which may cast doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

   5.            Publication of Annual Report and Notice of AGM 

The accounts for the year ended 30 September 2016 will be posted to shareholders shortly and laid before the Company at the Annual General Meeting details of which will be announced in due course. Copies will also be available on the Company's website (www.cloudtag.com) in accordance with AIM Rule 26.

 
CloudTag Inc.                 [phone] 
 Amit Ben-Haim / Jamie Bligh   [e-mail] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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March 27, 2017 11:06 ET (15:06 GMT)