Interim Results

29^th December 2025

Cardiogeni plc

("Cardiogeni" or the "Company")

Interim Results - Period April 1^st 2025 to 30^th September 2025

Cardiogeni plc (AQSE: CGNI), the listed biotech company focused on developing first in class cell therapy medicines to treat heart failure, announces its unaudited interim financial results for the six-month period ended 30 September 2025, which include the previously reported audited results for the twelve-month period ended 31 March 2025.

Copies of the Chairman and Financial Statements will be made available in the announcements section of the Company's website (cardiogeni.com).

Interim management report 

The company has made significant progress versus its strategic plan in the period to 30^th September 2025 and the post period leading up to the publication of these interim results.

Highlights

·      Turnover in the period was Zero (Full Year to 31^st March 2025: £7,750,787) and the loss was £532,914 (Full Year to 31^st March 2025: £1,022,997 profit)*

·      Cash and cash equivalents at end of period was £382,124 (Full Year to 31^st March 2025 £359,759).

·      Incorporated Cardiogeni Limited in the United Arab Emirates (UAE) as a joint venture (JV) with investment partners to undertake the clinical development and commercialisation of Cardiogeni's novel heart failure medicines in UAE and Gulf Cooperation Council region ("GCC").

·      The principal terms of the JV include $25M (~£19M) in non-dilutive license funding expected to be received in tranches in 2026 and 2027.

·      Raised £650,000 via a private placement of 3,757,227 shares at 17.3p.

·      Appointed SP Angel Corporate Finance LLP as the Company's Corporate Broker.

·      Announced a contingent EIS funding round including advanced subscription agreements of £150,000

·      Appointed Lord James Bethell as Non-Executive Director

* The full year turnover to March 31^st, 2025, of £7,794.587 (2024:667,027) and profit of £1,095,796 (2024 loss: £280,606) were primarily driven by the recognition of the remaining accrued revenue from the historical collaboration and license agreement with Daiichi Sankyo which has now ended. This was non-recurring revenue which should be considered as exceptional and as such no dividend was declared. For the period covered by these interim results trading has returned to more normal quanta and cadence.

Post Period-End Highlights

·      Advanced discussions for a funding agreement of $25M (~£19M) for Cardiogeni (UAE) Limited expected to complete by the end of January 2026 where upon first tranche of funding is anticipated

·      Key regulatory filings expected to be submitted to gain approval for a Phase IIb / 3 study in the GCC region in Q1, 2026.

·      Formed relationships with key clinical trial centres in the UAE where first patients will be treated.

Principal risks and uncertainties for the remaining six months (to March 31^st 2026)

·    Availability of further funding:

The Company remains confident that it will obtain sufficient resources to complete its CLXR-001 programme. However, due to the inherent uncertainties of bringing new products to market, there can be no absolute guarantee that the Company will not need to undertake further rounds of equity financing in the future and no guarantee that, should this be necessary, such funding would be forthcoming. Nevertheless, the Directors believe that significant value could be obtained from further licensing of CLXR-001 to a third-party pharmaceutical company and that the ongoing potential to do so in the future provides some mitigation against potential future funding constraints. Therefore, the principal risk is the completion of the UAE JV funding agreement of $25M (~£19M) for Cardiogeni (UAE) Limited, which is expected to complete by the end of January 2026.

·      New technology development may fail

The principal uncertainties are those associated with and normal to the development of new innovative medicines. Drug development and clinical trials carry significant risk with most candidate drugs failing in clinical trials. Investors should be aware that any failure in these efforts could have a material adverse effect on the Group's financial condition, operations, and prospects. Key regulatory filings are expected to be submitted to gain approval for a Phase IIb / 3 study in the GCC region in Q1, 2026.

·      Additional risk factors

Additional risk factors are described in the Company's Aquis Admission document: https://cardiogeni.com/wp-content/uploads/2025/01/Cardiogeni-Admission-Document.pdf

Outlook

During the period Cardiogeni has solidified its short-term funding position via the close of a £650,000 funding round. This funding has allowed the Company to make progress against its primary objective which is the development and commercialisation of the Company's lead product CLXR-001, an innovative heart regeneration medicine for the treatment of heart failure that is administered during coronary artery bypass surgery (CABG). 

Subject to completion of the binding funding agreement that is expected to deliver $25M (~£19M) of operating capital for Cardiogeni (UAE) Ltd, the Company is expected to be in a strong position undertake the manufacturing, the Phase IIb / III clinical trials required for the approval, registration and commercialisation of CLXR-001 in the Gulf Cooperation Council (GCC) states. The Company intends to finalise its clinical trial plans including filing for regulatory approval and will provide market updates on this plan and progress against it through 2026 and 2027.

During the period Cardiogeni was happy to announce that Lord James Bethell was appointed to the Board as a non-executive Director (NED) joining Professor Jo Martin as the Company's two independent NED's.

Lord Bethell is an entrepreneur, former health minister and champion for public health. He has a twenty-year track record working across government, media and industry and as a minister at the Department for Health and Social Care, he helped lead the UK national response to the COVID-19 pandemic.

The Company is very excited by the progress made in the period and would like to thank its existing shareholders and new investors for their support as we execute on our mission to become the world-leader in the development and commercialisation of novel cell therapies targeting early and mid-stage heart failure"

Dr Darrin M Disley OBE

Executive Chairman

Cardiogeni Plc

Responsibility Statement

The following statement is given by each of the Directors.

We confirm that, to the best of our knowledge:

·      the interim report has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as contained in UK-adopted IFRS;
 

·      the interim report gives a true and fair view of the assets, liabilities, financial position and loss of the Company;
 

·      the interim report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the financial period and their impact on the set of interim financial statements, together with a description of the principal risks and uncertainties; and
 

·      the interim report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

The interim report was approved by the Board of Directors, and the above responsibility statement was signed on its behalf by:

Dr Darrin Disley

Executive Chairman

29 December 2025

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements.  Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions.  These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.  Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements.  Persons receiving and reading this announcement should not place undue reliance on forward-looking statements.  Unless otherwise required by applicable law, regulation or accounting standard, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Consolidated Profit and Loss Account For the Period Ended 30 September 2025

30 September 2025                               31 March 2025

Consolidated Profit and Loss Account For the Period Ended 30 September 2025

Cardiogeni PLC (AQSE: CGNI)

Notes to the Interim Financial Statements for the Six Months Ended 30 Sept 2025

1. General Information

Cardiogeni PLC is a public company, limited by shares, incorporated in England & Wales, registered number 105410911. The registered office is Celixir House, Stratford-upon-Avon, Business & Technology Park, Innovation Way, Stratford-upon-Avon, Warwickshire, CV37 7GZ2.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial information contained in the interim financial statements is unaudited and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The accounting policies are unchanged from those disclosed in the previously filed audited financial statements for the period ended 30 September 2023.

These interim financial statements cover the six-month period following Cardiogeni's PLC's previous audited financial year end of 31 March 2025.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group's share of the results of associates made up to 30 September 2025. A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

2.3. Business Combinations

All business combinations are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed in exchange for control of the acquiree.

2.4. Going Concern Disclosure

The financial statements are prepared on a going concern basis. The directors acknowledge the accumulated group losses brought forward. The Company has been equity-funded since incorporation by its shareholders. The company and group have reduced activity significantly until further investment can be obtained. Cardiogeni PLC has entered a new joint venture, Cardiogeni (UAE) Limited, which has secured sufficient funding to complete clinical development and commercialisation. This will enable the company and group to continue for a minimum of 12 months from the date of approval of these financial statements.

2.5. Turnover

Revenue for goods and services provided in the normal course of business is measured at the fair value of the consideration received or receivable, net of discounts, VAT and other sales-related taxes. Licence and royalty revenues are recognised on an accrual basis, in line with performance conditions.

2.6. Research and Development

Expenditure on research and development is written off in the year in which it is incurred.

2.7. Tangible Fixed Assets and Depreciation

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is charged on a straight-line basis.

·      Leasehold Improvements: 2 - 5 years

·      Fixtures & Fittings: 3 years

·      Office and Laboratory Equipment: 2 - 5 years

2.8. Investments

Investments in subsidiary undertakings are recognised at cost less any provisions for impairment

2.9. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Rentals applicable to operating leases are charged to the profit and loss account as incurred.

2.10. Cash and Cash Equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term highly liquid investments maturing in no more than three months from acquisition.

2.11. Financial Instruments

Financial instruments issued by the Company are treated as equity only to the extent that they meet the conditions of having no contractual obligation to deliver cash or financial assets, and are settled in the Company's own equity instruments.

2.12. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated at the rate ruling on the date of the transaction.

2.13. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax28. Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities and the corresponding tax bases.

2.14. Pensions

The group operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable.

2.15. Intangible Assets

Intangible assets represent costs relating to the Company's patent and trademark applications and specialist software. Costs associated with patent applications are carried at cost until the grant of the first patent in the family, then amortised on a straight-line basis over the period to expiry.

2.16. Share Based Payments

The Company issues equity settled share options to certain employees. The Black-Scholes option model is used to estimate the fair value of each option at the date of grant. The fair value is expensed on a straight-line basis over the vesting period.

2.17. Significant Judgements and Estimations

In application of the Group's accounting policies, directors make judgements, estimates, and assumptions about the carrying amount of assets and liabilities, particularly regarding the impairment of intangible assets, revenue recognition, and share options.

3. Other Operating Income

4. Operating Profit/(loss)

The operating loss is stated after charging administrative expenses of £619,8413939

5. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the period was as follows:

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

7. Average Number of Employees

Average number of employees, including directors, during the period was as follows:

8. Directors' remuneration

The number of directors who exercised share options or received shares under long term incentive schemes, was as follows:

·      30 Sep 2025:

·      31 Mar 2025: 4

9. Interest Receivable and Similar Income

10. Interest Payable and Similar Charges

11. Tax on Profit

The tax charge/credit on the profit/(loss) for the period was as follows:

12. Intangible Assets

13. Tangible Assets

14. Investments

15. Debtors

16. Creditors: Amounts Falling Due Within One Year

17. Creditors: Amounts Falling Due After More Than One Year

18. Provisions for Liabilities

19. Share Capital

20. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as follows:

21. Reserves

22. Non-Controlling Interest

Non-controlling interests exists for a subsidiary undertakings included within the group.

23. Post Balance Sheet Events

Cardiogeni PLC have formed a joint venture company in the United Arab Emirates, Cardiogeni (UAE) Limited, to undertake the clinical development and commercialisation of Cardiogeni's medicines in the UAE and Gulf Cooperation Council region ("GCC"). The principal terms of the JV include £20m in non-dilutive license funding to be received in tranches in Q4 2025, H1 2026, and H2 2026.

24. Related Party Disclosures

Directors carried out consultancy work in the period and a spouse of a director is employed by the Company.

25. Share-Based Payment Transactions

The Group had no granted share options in existence at the balance sheet date of 31 March 2025. No new options have been disclosed as granted in the interim period.

Cardiogeni PLC (AQSE: CGNI)

Notes to the Interim Financial Statements for the Six Months Ended 30 Sept 2025

26. Reconciliation of profit/(loss) for the financial period to cash used in operations

27. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

28. Analysis of changes in net funds

ENDS

The directors of Cardiogeni accept responsibility for this announcement.

For further information please contact:

About Cardiogeni

Founded by Nobel Laureate, Professor Sir Martin Evans, the Cardiogeni Group is developing a new class of life-saving cellular medicines. The Group's platform technology enables the creation of unique (living) cells that are engineered with a specific therapeutic function.

The Group's lead product, CLXR-001, is a patented engineered cellular medicine to treat heart failure patients which is administered during coronary artery bypass grafting surgery. The Group's novel epigenetic cellular reprogramming technology was developed in-house by Professor Sir Martin Evans and the platform along with the pipeline of medicines in development are protected by a portfolio of ~100 international patents and trademarks.

CLXR-001 targets heart failure which will affect 1 in 4 people in their lifetime and is not reversible or curable. CLXR-001 consists of a novel allogeneic (off-the-shelf) cell type, iMP cells, engineered for cardiac regeneration whose mechanism of action is to regenerate damaged heart tissue and restoration of improved heart function improving both the life expectancy and quality of life of patients.

CLXR-001 targets the cardiac market niche of CABG surgery with ~400,000 patients per year in the US alone. The Group's two follow-on products target larger cardiac market segments of stent treatment (over two million patients per year) and myocardial infarction (heart attack, over one million patients per year). Each of the products has the potential to become a first or best-in-class blockbuster ($1B in annual sales) medicine.

CLXR-001 has successfully completed an EU Phase II investigator sponsored clinical trial in which patients showed a statistically significant (P<0.05) improvement in all end-point targets including heart function, reduction in heart scarring and an improvement in quality of life.

CLXR-001 has received regulatory approval to begin a randomized controlled trial from the national regulatory authority of a European Union member country, and this trial has begun dosing patients with interim data expected to read-out within 24 months of Admission.