Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 Postboks 250, 2000 Frederiksberg 2022-01-01 2022-12-31 2021-01-01 2021-12-31 31888263 Phlogo ApS Ole Maaløes Vej 3 2200 København N 2008-12-18 København Nordea Bank Danmark A/S EY Godkendt Revisionspartnerselskab 30700228 Dirch Passers Allé 36 2000 Frederiksberg 2023-01-20 Eva Steiness Regnskabsklasse B Revisionspåtegning Grundlag for konklusion Konklusion true 2023-01-20 2023-01-20 CaseWare Working Papers Eva Steiness Copenhagen Ulrik Benedict Vassing State Authorised Public Accountant mne32827 -351399 -1807720 16759 114380 -368158 -1922100 0 -484161 -368158 -1437939 -368158 -1437939 23184 23184 23184 23184 23184 23184 44838 367687 44838 367687 2763913 2817058 2808751 3184745 2831935 3207929 500000 314920 2304133 -2891551 2804133 -2576631 0 5748922 0 5748922 27802 1388 0 34250 27802 35638 27802 5784560 2831935 3207929 314920 -1453612 -1437939 314920 -2891551 185080 5563842 -368158 500000 2304133 0 -484161 0 -484161 314920 314920 314920 313920 0 0 0 313920 0 0 0 -313920 314920 314920 314920 941760 Today, the Executive Board has discussed and approved the annual report of Phlogo ApS for the financial year 1 January - 31 December 2022. The annual report is prepared in accordance with the Danish Financial Statements Act. In my opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2022 and of the results of the Company's operations for the financial year 1 January - 31 December 2022. Further, in my opinion, the Management's review gives a fair review of the matters discussed in the Management's review. I recommend that the annual report be approved at the annual general meeting. To the shareholders of Phlogo ApS We have audited the financial statements of Phlogo ApS for the financial year 1 January - 31 December 2022, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2022 and of the results of the Company's operations for the financial year 1 January - 31 December 2022 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance as to whether the 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 and the additional requirements applicable in Denmark 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 the financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the 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 Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the 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 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 contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Management is responsible for the Management's review. Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of the Management's review. The company’s activities is to engage in research and development of biopharmaceutical products targeting the treatment diabetic nephropathy for type 2 with SER130 (il-4 receptor partial agonistic and il-13 antagonistic peptide) and SER140 (il-1? receptor antagonistic peptide). The income statement for 2022 shows a loss of DKK 368,158 against a loss of DKK 1,437,939 last year, and the balance sheet at 31 December 2022 shows equity of DKK 2,804,133. Which is 99,0% of the balance sheet total. Capital ratio and liquidity The company undertook a debt conversion with the norwegian mother company, Serodus ASA in January 2022 leaving the company debt free except for trading creditors and other short term debt. It is expected that the mothercompany Serodus ASA will outsource the management of the SER150 (lead compound of Serodus ASA) research and development activities to Phlogo APS. The agreement will lead to a increase in earnings and cost in 2023. The agreement is expected to contribute with a positive result. The debt conversion has provided the company with a solid equity position and the available cash is expected to cover the activities for 2023. The going concern assumption is considered to be fulfilled, and management has prepared the financial statements on this basis. No events have occurred after the balance sheet date significantly affecting the company’s financial position. The annual report of Phlogo ApS for 2022 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to reporting class B entities and elective choice of certain provisions applying to reporting class C entities. Reporting currency The financial statements are presented in Danish kroner (DKK). Transactions denominated in foreign currencies are translated into Danish kroner at the exchange rate at the date of the transaction. Receivables, payables and other monetary items denominated in foreign currencies are translated into Danish kroner at the exchange rate at the balance sheet date. Realised and unrealised exchange gains and losses are recognised in the income statement as financial income/expenses. With reference to section 32 of the Danish Financial Statements Act, the items 'Revenue', 'Cost of sale', 'Other external expenses' and 'Other operating income' are consolidated into one item designated 'Gross profit/loss'. Other external expenses include the year's expenses relating to the Company's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Financial income and expenses are recognised in the income statement at the amounts that relate to the financial reporting period. The items comprise interest income and expenses, e.g. from group entities and associates, declared dividends from other securities and investments, financial expenses relating to finance leases, realised and unrealised capital gains and losses relating to other securities and investments, exchange gains and losses and amortisation of financial assets and liabilities. Receivables are measured at amortised cost, which usually corresponds to the nominal value. Provisions are made for bad debts on the basis of objective evidence that a receivable or a group of receivables are impaired. Provisions are made to the lower of the net realisable value and the carrying amount. The Company has chosen IAS 39 as interpretation for impairment of financial receivables. An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis. Receivables in respect of which there is no objective evidence of individual impairment are tested for objective evidence of impairment on a portfolio basis. The portfolios are primarily based on the debtors' domicile and credit ratings in line with the Company's risk management policy. The objective evidence applied to portfolios is determined based on historical loss experience. Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Prepayments recognised under "Assets" comprise prepaid expenses regarding subsequent financial reporting years. Cash comprise cash and short term securities which are readily convertible into cash and subject only to minor risks of changes in value. Proposed dividends Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity". Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity". Current tax payable and receivable is recognised in the balance sheet as the estimated tax charge in respect of the taxable income for the year, adjusted for tax on prior years' taxable income and tax paid on account. Provisions for deferred tax are calculated, based on the liability method, of all temporary differences between carrying amounts and tax values, with the exception of temporary differences occurring at the time of acquisition of assets and liabilities neither affecting the results of operations nor the taxable income, as well as temporary differences on non-amortisable goodwill. Deferred tax is measured according to the taxation rules and taxation rates in the respective countries applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the value at which they are expected to be utilised, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities within the same jurisdiction. Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. On subsequent recognition, financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan. Financial liabilities also include the capitalised residual lease liability in respect of finance leases. Other liabilities are measured at net realisable value. The Company has no employees. Other rent and lease liabilities: DKK 2022 2021 Rent and lease liabilities 13,043 11,975 Rent and lease liabilities include a rent obligation totalling DKK XX in interminable rent agreements with remaining contract terms of X-X years. Furthermore, the Company has liabilities under operating leases for cars and IT equipment, totalling DKK XX, with remaining contract terms of X-X years. The Company has not provided any security or other collateral in assets at 31 December 2022. Information about consolidated financial statements Parent Domicile Requisitioning of the parent company's consolidated financial statements Serodus ASA Oslo, Norway www.serodus.com Related party transactions Phlogo ApS was engaged in the below related party transactions: DKK 2022 2021 Payables to Serodus ASA 0 2,310,092 31888263 2022-01-01 2022-12-31 31888263 2021-01-01 2021-12-31 31888263 2021-12-31 31888263 2022-12-31 31888263 2022-01-01 2022-12-31 1 31888263 2022-01-01 2022-12-31 1 31888263 2022-01-01 2022-12-31 e:RetainedEarningsMember 31888263 2021-01-01 2021-12-31 e:RetainedEarningsMember 31888263 2021-01-01 e:ContributedCapitalMember 31888263 2022-01-01 e:ContributedCapitalMember 31888263 2022-01-01 2022-12-31 e:ContributedCapitalMember 31888263 2022-12-31 e:ContributedCapitalMember 31888263 2022-01-01 e:RetainedEarningsMember 31888263 2022-01-01 2022-12-31 e:RetainedEarningsMember 31888263 2022-12-31 e:RetainedEarningsMember 31888263 2021-01-01 e:RetainedEarningsMember 31888263 2021-01-01 2021-12-31 e:RetainedEarningsMember 31888263 2022-01-01 d:PreviousYearMember e:ContributedCapitalMember 31888263 2022-01-01 2022-12-31 d:PreviousYearMember e:ContributedCapitalMember 31888263 2022-12-31 d:PreviousYearMember e:ContributedCapitalMember 31888263 2022-01-01 d:TwoYearsAgoMember e:ContributedCapitalMember 31888263 2022-01-01 2022-12-31 d:TwoYearsAgoMember e:ContributedCapitalMember 31888263 2022-12-31 d:TwoYearsAgoMember e:ContributedCapitalMember 31888263 2022-01-01 d:ThreeYearsAgoMember e:ContributedCapitalMember 31888263 2022-01-01 2022-12-31 d:ThreeYearsAgoMember e:ContributedCapitalMember 31888263 2022-12-31 d:ThreeYearsAgoMember e:ContributedCapitalMember 31888263 2022-01-01 d:FourYearsAgoMember e:ContributedCapitalMember 31888263 2022-01-01 2022-12-31 d:FourYearsAgoMember e:ContributedCapitalMember 31888263 2022-12-31 d:FourYearsAgoMember e:ContributedCapitalMember iso4217:DKK