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Nuformix plc announced its audited results for the year ended 30 September 2024 on 29 January 2025, reporting net assets of £715,571, a loss of £3,641,487 which included a goodwill impairment of £3,140,700, and a loss per share of 0.46p, with cash at bank of £20,210. Post-period end on 4 November 2024, the company completed a placing and subscription, raising gross proceeds of £300,000 through the issue of 600,000,000 new ordinary shares at 0.05 pence per share, prompting a share capital reorganisation. Additionally, 26,400,000 'broker' warrants were issued to CMC Markets, exercisable at 0.05 pence for two years from 5 November 2024.
| Date | 29 Jan 2025 |
| Time | 07:00:05 |
| Category | Results |
| ID | 0302V |
29 January 2025
Nuformix plc
("Nuformix" or the "Company")
Annual Results for the period ended 30 September 2024
Nuformix plc (LSE:NFX), a pharmaceutical development company targeting unmet medical needs in fibrosis and oncology via drug repurposing, announces its audited results for the year ended 30 September 2024.
Non-Executive Directors' Statement
Introduction
The key priority for the Directors is to focus on the Company's NXP002 lead programme to find a business development partner to secure the financial future of the Group. The Group operates a lean structure with the limited Board and brings in specialist consultants, experts in their field, to support the business as required.
Pipeline
Nuformix has a small pipeline of preclinical assets in development to address the high unmet medical need in fibrosis and oncology. We target solutions using our expertise to develop and file patent applications on novel crystalline forms of existing, marketed drugs, that have improved physical properties, with the aim of developing novel products in new indications to create attractive commercial opportunities. Importantly, the commercial opportunity is optimised when the repurposed product is differentiated from the original marketed product by way of either dose, route of administration or presentation.
Drug repurposing is a well-known and successful strategy for enhancing the therapeutic and commercial value of marketed drugs. Such development strategies typically offer a greater probability of success compared to developing newly discovered drugs. This is due to the existing data that has been generated on the marketed drug, which can serve as an evidence-base for safety and efficacy in envisaged novel products. This existence of data may also result in lower overall development costs, shorter development timelines and reduced risk in development.
The Group's business model is to take its assets through key value inflection points before partnering or licensing its IP. We conduct R&D activities through out-sourcing, to enable access to different types of expertise that are needed for effective R&D and to minimise our operational costs. The Group has a strong network of external contractors, with whom we have had relationships over many years.
NXP002 (novel proprietary form of tranilast) - Idiopathic Pulmonary Fibrosis ("IPF")
NXP002 is the Group's lead asset and a potential novel inhaled treatment for IPF, PPF and other progressive fibrosing interstitial lung diseases ("ILD"). NXP002 is a proprietary, new form of the drug tranilast with enhanced physical properties that allow delivery direct to the lung via nebulisation.
There are more than 200 types of ILD, which are characterised by varied amounts of inflammation, scarring, or both, that damage the lung's ability to absorb oxygen. IPF is the most well-known form of ILD, affecting approximately 100,000 patients per year in the US. Progressive Pulmonary Fibrosis ("PPF"), previously referred to as Progressive Fibrosing ILD (PF-ILD), is a larger and even more poorly served segment of the ILD market, affecting approximately 200,000 patients per year in the US.
IPF and PPF are devastating lung diseases associated with a higher mortality rate than many cancers with median survival of 3-5 years. Thus, IPF and PPF represent a high unmet medical need such that the requirement for improved treatment options represents what the Directors believe to be a significant commercial opportunity. IPF is classified as a rare disease and presents a global commercial market that is forecast to grow to US$6.45bn by 2031. Sales of standard-of-care ("SoC") therapies OFEV and Esbriet (now off patent) achieved US$3.5bn and US$0.8bn respectively in 2022.
Tranilast has a long history of safe use as an oral drug for asthma, keloids and hypertrophic scarring, but while there is growing evidence that supports its potential use in other fibrotic conditions, including IPF, a combination of poor physicochemical properties, variable pharmacokinetics and challenging pharmacodynamics following oral delivery limit its potential use in ILDs. NXP002 is differentiated as it is a patent protected, novel form of tranilast that has been optimised for formulation and delivery direct to the lungs by inhalation, potentially overcoming the issues using tranilast orally as a chronic treatment for fibrosing ILDs.
NXP002 as a potential treatment for IPF, is a likely candidate for Orphan Drug Designation, which could provide additional product protection and exclusivities against potential future competitors in addition to product development advantages.
The inhalation route is a well-known delivery strategy for the treatment of lung diseases to yield greater efficacy and reduce systemic, off-target side-effects compared to oral treatment. Discontinuation of treatment in IPF and PPF patients is currently an issue in the treatment of these diseases with discontinuation rates for current SoCs up to 80% in certain patient groups due to, in part, their debilitating systemic side effects. The Directors believe effective inhalation therapies offer the potential to overcome these limitations of oral therapies.
The positioning of NXP002 as an inhaled treatment for IPF and PPF could be either as added to SoC treatments or administered as a monotherapy for patients non-responsive to SoCs and those declining these therapies due to side effects which significantly impact their quality of life.
The preclinical inhalation strategy, initiated by the Company, has significantly progressed NXP002 demonstrating:
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drug can be delivered in-vivo by a range of nebulisers at the optimum droplet size for delivery to the deep lung; |
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very high doses of drug appear to be well-tolerated; and |
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an in-vivo inhalation dose response was observed across both inflammation and fibrosis biomarkers that is consistent with all ex-vivo human IPF tissue studies to date. |
The Company conducted studies in a new iteration of a 3D human IPF lung tissue model, that has been advanced to significantly reduce output variability, offering greater disease and species relevance. The results for NXP002 alone and in combination with current SoC's, can be summarised as follows:
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NXP002 is well tolerated in ex-vivo human lung tissue with no signs of toxicity events; |
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NXP002 alone delivers a strong, consistent anti-fibrotic and anti-inflammatory effect as demonstrated by modulation of the release of multiple biomarkers of fibrosis and inflammation; |
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both high and low concentrations of NXP002 show an additive anti-fibrotic and anti-inflammatory effect to SoC; |
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in particular, the higher concentrations of NXP002 with SoC's deliver a near complete ablation of fibrosis biomarker release, yet at lower concentrations than have been seen in other preclinical models to date; and |
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the clear, pronounced additive benefit of NXP002 on top of SoCs observed suggests that NXP002 will provide additional efficacy, even in patients responding to SoC therapy. |
This raises the possibility that NXP002 targets additional disease pathways to SoC's when increasing the combined anti-fibrotic and anti-inflammatory response. Following success in suppressing biomarkers of fibrotic disease progression in human IPF lung tissue, the same samples were analysed to assess additional mechanistic and anti-inflammatory benefits on top of SoC's and the results are summarised as follows:
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NXP002 alone delivers a strong, consistent anti-inflammatory effect as demonstrated by suppression of the release of inflammatory cytokines by over 90% for all cytokines studied; and |
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the results further suggest that NXP002 may provide additional efficacy in combination with SoC's, even in patients not responding to SoC therapy alone. |
Nuformix has developed a Target Product Profile ("TPP") that is consistent with twice daily inhalation administration. To assess NXP002's duration of action in relation to the TTP, the Company initiated work in an exploratory model using healthy human lung tissue. The model also bridges the Company's successful preclinical work across a variety of LPS-challenge studies. The results are summarised as follows:
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NXP002 suppresses the release of inflammatory cytokines by healthy human lung tissue following LPS challenge; and |
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a strong anti-inflammatory effect remains at 12 hours post drug dosing demonstrated by continued suppression of the release of inflammatory cytokines following LPS challenge, confirming NXP002 has a suitable duration of action to support its TTP of twice daily dosing. |
The Board continues to believe NXP002 offers a potentially significant treatment of progressive fibrosing ILDs, including IPF and PPF, and is focused on generating data and initiating and further developing discussions with potential partners that may support its efforts to secure a licencing or option agreement for NXP002. As a consequence, the following activities are being prioritised:
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make the submission for Orphan Drug Designation for NXP002 in the treatment of idiopathic pulmonary fibrosis and progressive pulmonary fibrosis; |
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invest in maintenance and prosecution of key NXP002 IP; |
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work with industry experts and key opinion leaders to create a clinical development strategy, cost and timeline; and |
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drive forward partnering discussions with multiple parties with the aim of securing a licencing or option agreement. |
NXP004 (novel forms of olaparib) - Oncology
The Group discovered novel forms of olaparib, a drug currently marketed by AstraZeneca, as Lynparza®. Lynparza® was approved for the treatment of adults with advanced ovarian cancer and deleterious or suspected deleterious germline BRCA mutation and has since secured similar approvals in breast, pancreatic and prostate cancers. These approvals have propelled Lynparza® sales to US$2.6bn in 2022 with industry analysts forecasting annual sales of US$9.7bn by 2028.
Subsequently, further preformulation and in-vitro studies allowed Nuformix to identify lead cocrystals to be progressed for further development. Results from in vitro dissolution studies demonstrated that the two lead NXP004 cocrystals out-performed Lynparza®, both in terms of rate and extent of dissolution and release of olaparib.
Enhancement of dissolution in the currently marketed formulation of Lynparza® resulted in improved bioavailability versus the initial marketed product. Therefore, the Directors believe that NXP004 may offer potential to further increase olaparib's bioavailability. In addition, the Directors believe that the potential simplicity of NXP004-based formulations may offer improvements in product cost-of-goods versus the currently marketed product, which requires complex manufacturing methods.
The Directors believe that these attributes position NXP004 for applications in line-extensions for the currently marketed product, or for possible development in future first-to-generic product opportunities.
Currently however, NXP002 is the Company's priority.
NXP001 (new form of aprepitant) - Oncology
NXP001 is a proprietary new form of the drug aprepitant that is currently marketed as a product in the oncology supportive care setting (chemotherapy induced nausea and vomiting) initially exclusively licensed to Oxilio Limited ("Oxilio") for oncology indications. Oxilio has now acquired ownership of Nuformix's NXP001 patent portfolio. Nuformix retained rights to receive further development milestones and royalties capped at £2 million per year under the terms of acquisition.
Fundraising
Post-period end, on 4 November 2024 , the Company completed a placing (the "Placing") of 440,000,000 new ordinary shares and a subscription for 160,000,000 new ordinary shares to raise gross proceeds of £300,000 at a price of 0.05 pence per share (the "Issue Price") (the "Fundraise"). The Issue Price was below the 0.1 pence nominal value of the existing ordinary shares therefore a share capital reorganisation ("Reorganisation") was conducted. The new shares represent 42% of the enlarged share capital.
The Placing was arranged by CMC Markets. The Company also issued 26,400,000 'broker' warrants to CMC Markets, giving them the right to acquire such number of new ordinary shares at an exercise price of 0.05 pence for a period of two years from the date of admission, being 5 November 2024.
The net proceeds of the Fundraise are being used by the Company primarily to drive forward partnering discussions for its NXP002 programme, as well as to provide funding for general corporate purposes.
Future fundraising will be required in order to provide sufficient time to conclude business development discussions in respect of NXP002.
Business Development
The Group is focused on generating data and initiating or further developing discussions with potential partners that may support its efforts to secure a licensing or option agreement for NXP002, which is required to provide longer-term financial stability for the Group.
Summary and Outlook
The strategy of the Group is to optimise value from NXP002, its lead asset, while maintaining tight control of costs. The proceeds from the post-period Fundraise have enabled the Group to seek submission of an Orphan Drug Designation for NXP002 and continue with business development activities as set out above.
We would like to thank all stakeholders and in particular our shareholders for their continued support and we look forward to the remainder of the year and beyond with confidence that significant value can be realised from our portfolio of assets over time.
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Julian Gilbert |
Madeleine Kennedy |
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Non-Executive Chairman |
Non-Executive Director |
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28 January 2025 |
28 January 2025 |
Enquiries:
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Nuformix plc |
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Dr Dan Gooding, Executive Director
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Via IFC Advisory
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CMC Markets |
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Douglas Crippen |
+44 (0) 20 3003 8632 |
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IFC Advisory Limited |
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Tim Metcalfe Zach Cohen |
+44 (0) 20 3934 6630 |
About Nuformix
Nuformix is a pharmaceutical development company targeting unmet medical needs in fibrosis and oncology via drug repurposing. The Company aims to use its expertise in discovering, developing and patenting novel drug forms, with improved physical properties, to develop new products in new indications that are, importantly, differentiated from the original (by way of dosage, delivery route or presentation), thus creating new and attractive commercial opportunities. Nuformix has a pipeline of preclinical assets with potential for significant value and early licensing opportunities.
Strategic Report
Review of the Business
A review of the period of these accounts is given in the Non-Executive Directors' Statement on pages 4 to 8.
Risks and uncertainties
The Group's risk management policy is regularly reviewed and updated in line with the changing needs of the business. Risk is inherent in all business. Set out below are certain risk factors which could have an impact on the Group's long-term performance and mitigating factors adopted to alleviate these risks. This does not purport to be an exhaustive list of the risks affecting the Group.
The primary risks identified by the Board are:
Strategic risks
· Funding the business
The biotechnology and pharmaceutical industries are very competitive, with many major players having substantial R&D departments with greater resources and financial support. The Group aims to execute licensing deals early in the development process in order to generate revenue to support the business. The Group's lead asset is targeted towards IPF, a disease area where there is good precedent for licensing deals at early stages of development. Without licensing revenue, reliance falls on raising funds from investors or potential M&A opportunities. Failure to generate additional funding from these sources, if required, would compromise the Group's ability to achieve its strategic objectives as set out in the outlook on page 6.
There is a material uncertainty around achieving an early licensing deal for NXP002 and raising additional funds. However, it is the Directors' reasonable expectation that the Group can achieve an out-licensing agreement or further fundraising and therefore can state that it has adequate resources to continue to operate as a going concern for at least twelve months from the date of the approval of the accounts. In forming this assessment, the Directors have prepared cashflow forecasts covering the period ending 31 March 2026 that take into account the likely run rate on overheads and research and development expenditure and the prudent expectations of income from out-licensing rights to its programmes or a fundraising.
· Feasibility of drug candidates
Pharmaceutical R&D is an inherently risky activity and drug candidates can fail due to a lack of efficacy, lack of potency, unsuitable pharmacokinetic properties, unacceptable toxicology profile, poor stability of the drug or formulation, poor performance of the drug product, or other technical issues unforeseen at the time of candidate selection. This is the main reason that conventional pharmaceutical R&D takes many years and billions of dollars to progress a drug from discovery through to an approved medicine. It is possible that the drug candidates selected by the Group are found to be non- viable for further development although the Group's model of repurposing and working on known drugs allows us to mitigate this risk to a certain extent.
· Failure to generate and protect our IP
If our IP rights are not adequately secured or defended against infringement, or conversely become subject to infringement claims by others, commercial exploitation could be completely inhibited. The Group constantly monitors its patents and is prepared to defend them rigorously.
By virtue of conducting research on known drugs, competitors may file patent applications on the same drugs as the Group, and thus there is a risk of securing new granted patents. There is a delay of up to 18 months in publishing patent applications and thus it is not always known whether the Group's inventions will be novel. This is mitigated through knowledge and expertise in identifying new IP and promptly filing patent applications.
· Unrealistic goals and timeframes
The Board has a duty to maintain a realistic view of the chances of success of products, deals and partnerships. Should this not be managed accurately and appropriately, the Group and its Board and staff risk financial, business and reputational damage, whilst its shareholders become exposed to investment risk and uncertainty over the Group's viability and status. The Board continually reviews expectations and communications in the public domain to reduce the risk of misalignment.
· Reliance on partners
To progress the development of a drug candidate requires resources, financial and otherwise, that are not necessarily available to the Group. The drug candidates that the Group wishes to develop may be of interest to third parties capable of providing these resources, so a partnership (e.g., a co-development partnership) may provide mutual benefits and mitigate risks for the Group. However, the specific strategic focus of a partner may not align totally with the Group's objectives. Maintaining a balance in a partnership is therefore a risk, such as timing, cost sharing, development decisions. Currently the Group is progressing two of its three pipeline assets without external co-development partners and thus this risk is currently minimised.
Operational risks
· Management, employees, consultants and contractors
With a fully virtual Group operating model with a reliance on consultants and contractors, the Group's ability to manage day to day tasks and its relationships with its customers and suppliers could be undermined by failure to recruit key personnel. The Group endeavours to offer attractive remuneration and a positive working environment for all people involved in its projects. The Board are incentivised as detailed in the Directors' Remuneration Report.
· Business development risks in terms of timing and success of deal flow
The Group seeks to extract value from its existing pipeline through early licensing deals once sufficient data are generated, to provide revenue. Generation of more robust data packages will lead to a greater probability of successful licensing discussions.
· Adapting to the external environment
The ability of the Group to quickly adapt to external events such as a pandemic may impact the delivery of our strategy. Our primary focus remains the safety of our employees during any external event impacting the business. The Group follows Government advice throughout any external event and risks are also minimised by the Group's virtual business model, allowing the Board to work remotely and effectively. Close liaison with contractors ensures that Group projects are progressed according to agreed timelines and costs.
Financial risk management
· Failure to achieve strategic plans or meet targets or expectations
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Further detail on the Group's risk management policies and procedures are set out in Note 18 of the financial statements.
Financial Highlights
· Net assets at year-end (12 months) of £715,571 (2023: £4,195,034) which includes £20,210 cash at bank (2023: £202,548)
· The Group delivered a loss on ordinary activities (after tax credit) for the 12 months of £3,641,487 (2023: loss of £859,467) and a loss per share of 0.46p (2023: 0.12p). The reported loss is driven mainly by costs related to the further development of pipeline assets and the impairment of goodwill.
Future outlook
The Non-Executive Directors' Statement on pages 4 to 8 gives information on the outlook of the Group.
Performance
The following are the key performance indicators ("KPIs") considered by the Board in assessing the Group's performance against its objectives. These KPIs are:
Financial KPIs
The Group is currently at a stage where the Board considers availability of cash to fund the planned R&D activities to be the primary KPI. At 30 September 2024 cash balances totalled £20,210 (2023: £202,548). The Board will consider introducing additional KPIs to monitor the Group's development as they become relevant in the future.
· Meeting financial targets:
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Further detail on the Group's risk management policies and procedures are set out in Note 18 of the financial statements.
· Revenue from agreements:
During the period of these accounts, activities are underway to progress an early licensing deal, to provide revenue though none was received in the period.
Non-Financial KPIs
· Progress of Lead Programmes:
The Group strategy is to generate revenue streams through applying and further developing its IP to produce proprietary product opportunities for short-term development and early out-licensing opportunities. Thus, progression of its assets towards licensing is crucial to the business. The Group's focus is on NXP002 and developing marketing materials to best leverage existing data to progress out-licensing discussions.
· Progression of Out-Licensed Programmes:
During the period, the Group announced that it had achieved the second milestone according to its updated NXP001 exclusive licensing agreement with Oxilio Ltd ("Oxilio") and received the associated payment.
· Progression of Patents and Intellectual Property:
NXP002: NXP002 is the Company's lead asset and a potential novel inhaled treatment for Idiopathic Pulmonary Fibrosis ("IPF"). The Group's focus has been, and continues to be, investing in the maintenance and prosecution of key NXP002 intellectual property and driving forward partnering discussions with multiple parties with the aim of securing an out-licence or option agreement for NXP002.
The Company holds multiple NXP002 patents with progression of its patents during the period summarised as follows:
· NXP002 Substance of Matter: Following a grant in the US,, the Japanese and European Patent Offices formally issued grants of the patent covering the Company's proprietary NXP002 drug form being progressed by the Company as a potential novel IPF treatment.
· NXP002 Method of Use: The US PTO issued a grant of patent application 17/365,490 on 14 June 2024, covering use of the Company's proprietary drug forms in the treatment of various diseases including fibrotic lung diseases.
· NXP002 Compositions for Treatment: This patent is in national filing stages and proceeding through examination.
During the period, appropriate respiratory disease conferences were attended to confirm the likely interest and positioning of NXP002 with potential licensing partners. As a consequence, discussions with potential partners have been initiated and are ongoing.
NXP004: While NXP004 is not currently a priority for the Company, we continue to invest in and develop its intellectual property. On 14 June 2024 the US Patent and Trademark Office ("PTO") granted the Company patent number 12012386 covering the lead cocrystals under development, representing the first granted patent in this second NXP004 cocrystal series.
Section 172
The Board considers the interests of the Group's employees and other stakeholders, including the impact of its activities on the community, environment and the Group's reputation, when making decisions. The Board ensures that its decisions offer the best chance to promote the success of the Group as a whole and consider the likely and long-term consequences for all stakeholders, particularly (though not exclusively) considering the following:
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How the views and interests of all stakeholders were represented in the boardroom during the period of these accounts. Open and honest discussion at Board level considers the impact on the Group's stakeholders when reviewing items flowing to the Board as part of its activities, whether this is reviewing strategy, budget or a business development opportunity.
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Given the size and stage of development of the Group, the Board has not formally adopted a mechanism to obtain stakeholder feedback. However, the Group's Directors can be contacted at [email protected] should any stakeholders wish to contact the Group and shareholders may contact the Company's investor relations adviser, IFC Advisory Limited, at [email protected].
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The Group's strategy and business model detailed in the Non-Executive Directors' Statement, on pages 4 to 8.
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How the Group manages risks, on pages 9 to 14.
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Corporate governance including how governance supported the delivery of our strategic objectives in this period.
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Carbon Reporting
The Group has opted not to include any Streamlined Energy and Carbon Reporting (SECR) within this report as it does not meet the Large Company threshold or energy consumption threshold requiring additional reporting.
The Strategic Report was approved by the Board on 28 January 2025 and signed on its behalf by:
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Julian Gilbert |
Madeleine Kennedy |
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Non-Executive Chairman |
Non-Executive Director |
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28 January 2025 |
28 January 2025 |
Independent Auditor's Report
To the Shareholders of Nuformix plc
For the period ended 30 September 2024
Opinion
We have audited the financial statements of Nuformix PLC (the 'parent company') and its subsidiary (the 'Group') for the year ended 30 September 2024 which comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated and company statements of financial position, consolidated and company statements of changes in equity, consolidated and company statements of cashflow and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom in accordance with the provisions of the Companies Act 2006.
In our opinion, the financial statements:
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give a true and fair view of the state of the Group's and of the parent company's affairs as at 30 September 2024 and of the Group's loss for the year then ended; |
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have been properly prepared in accordance with IFRSs adopted by the United Kingdom; and |
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have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 2 in the financial statements, which indicates that there is a significant threat to the going concern status of the group.
Nuformix is a pharmaceutical development group that has undertaken significant research into targeting the pharmaceutical product gap needs in fibrosis and oncology via drug repurposing. In order to continue this work long term, the group will need to expend significantly, at a cost currently unquantifiable. Cash held at the balance sheet date of £20k (2023: £203k) is therefore not sufficient and poses a going concern threat. Given that the Group is currently reliant on a single product, NXP002, for its long-term future sustainable financial success this financial position underscores the inherent risk of having all resources concentrated in one area.
Given the stage in the business life cycle, the group is incurring significant losses at present. The loss was £506k before a goodwill impairment of £3,141k, resulting in a total loss of £3,641k for the year ended 30 September 2024 (2023: 18-month period ended loss of £859k). This has led to the Group's accumulated losses at the balance sheet date of £9,844k (2023: accumulated losses of £6,211k). These losses are attributable to the day-to-day running of the business and the ongoing drug research program which is yet to reach commercial production stage where revenue could potentially be generated.
Whilst the group successfully secured an additional £300k through fundraising in November 2024, this will not be sufficient to secure 12 months of operational activity.
As a result of the significant threat to going concern, we have completed the following audit work as part of our evaluation of going concern:
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Overheads and debt costs assumptions - we considered projected overheads for the 2024/25 and 2025/26 periods to ensure that these were reasonable after considering both the current and expected future profile of the business moving forward. As part of this future profiling, the directors have elected not to take payment of their salaries until such time as the business holds sufficient funds to do so. |
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Credit / cash control management assumptions - we identified within the forecasting the most significant cash inflows, primarily from the new share capital issue, and ensured that the valuation and timing of these inflows were reasonable. |
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We performed sensitivity analysis to assess the level of working capital headroom should key assumptions be less favourable than included in management's model. |
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We considered post year end performance data available, including the group's future commitments, to gain additional assurance over the effectiveness of management's intention to remain as a going concern.
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Based on the work we have performed we have gained sufficient assurance in order to rely on management's forecasting in forming our assessment. We have also gained assurance over the credibility of management's ambitions over the next 12 months, which drives the sustainability of Nuformix. We have further confirmed the adequacy of working capital available in order to settle external liabilities as they fall due and where this is not available, we have reviewed the directors' assessment that they can raise the funding required through future share capital raises.
However, whilst we have evaluated future cash inflows as reasonable, there are significant levels of uncertainty surrounding both their valuation and timing, and at the dates of the audit report, future funding has not been secured. The group is currently focusing solely on licensing its lead asset NXP002. Should this not be completed, Nuformix could incur detrimental effects on the valuation of the group's goodwill (£882,784; 2023: £4,023,484), the parent company's valuation of subsidiary investment (£882,784; 2023: £4,023,484), the group's carrying valuation of other intangible assets (£28,627; 2023: £57,793), and ultimately the going concern assessment of the Group, as without a commercial agreement in respect of NXP002, the group will not be a going concern, and these balances will be worth nil.
Management will continue to reduce non-essential costs in the 2025 financial period wherever possible, including the directors not drawing salaries from March 2025, and direct all their focus on NXP002 with a view to obtaining a partnership contract to achieved sustained revenue income. The previous NXP001 sale contract includes some deferred considerations which are dependent on specific milestones being achieved - their successes are currently unknown and therefore cannot be relied upon for going concern purposes.
Therefore, the above uncertainties indicate that a significant threat to the business exists which leads to our assessment that there is material uncertainty that may cast significant doubt on the Group's and the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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Group revenue |
Group profit/(loss) before tax |
Group net assets |
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Full statutory audit (Kreston Reeves) |
100% |
100% |
100% |
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Limited procedures |
0 |
0 |
0 |
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Totals at 30 September 2024: |
100% |
100% |
100% |
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the parent company, the accounting processes and controls, and the industry in which they operate.
Our scoping considerations for the Group audit were based both on financial information and risk. As noted above, limited assurance audit work - which is to say the audit of balances and transactions material at a group level - was not utilised due to statutory audit requirements of all group entities. The table below summarises for the parent company and its subsidiaries, the level of assurance gained:
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Group component |
Level of assurance |
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Nuformix PLC |
Full statutory audit (Kreston Reeves LLP) |
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Nuformix Technologies Limited |
Full statutory audit (Kreston Reeves LLP) |
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit and is in addition to the going concern key risk described above:
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Impairment of goodwill / Valuation of investment £882,784 (2023: £4,023,484) |
|
|
Significance and nature of key risk The Group held significant goodwill generated from an investment in the subsidiary of £4,023,484. In addition, the parent company held an equal investment value of £4,023,484 on its company balance sheet relating to the same subsidiary. We identified there was a risk in relation to the impairment on the goodwill / investment held with regards to the trading subsidiary. Management's assessment of the recoverable amount of investment in a subsidiary requires estimation and judgement around assumptions used, including the cash flows to be generated from the continuing operations of the subsidiary. Changes to assumptions could lead to material changes in the estimated recoverable amount, impacting the value of investment in the subsidiary and impairment charges. For the purpose of assessing impairment on goodwill arising from business combination, goodwill is allocated to a single cash generating units ('CGU') and the recoverable amount of the CGU was determined with reference to value-in-use (the 'VIU') calculations using cash flow projections. In carrying out the impairment assessment, significant management judgement was used to determine the key assumptions underlying the VIU calculations. We have identified the above matter as a key audit matter because goodwill is material to the Group and the valuation of the investment is material to the parent company. The estimation of recoverable amount of the CGU involved a significant degree of management judgement and therefore was subject to an inherent risk of error. |
How our audit addressed the key risk During the course of the audit, we undertook the following key procedures: ·assessing the appropriateness of the VIU calculations used by the management to estimate recoverable amount of CGU; ·reconciling key input data applied in the VIU calculations to reliable supporting evidence; and ·challenging the reasonableness of key assumptions based on our knowledge and understanding of the business and industry. ·Reviewed management's plan of future operating cashflows of the subsidiary; and ·obtaining evidence of the commercial and technical feasibility of the patents owned by the subsidiary.
There were also other procedures which are not deemed to be key and have therefore not been listed above.
Based on the audit work performed, we were satisfied that the value of goodwill and investments should be impaired by £3,140,700 during this financial period. The remaining carrying value of £882,784 is deemed to be materially accurate and justifiable valuation of the underlying business activities. |
|
Key observations communicated to the Audit & Risk Committee We have no significant concerns over the material accuracy of the valuation / impairment of investment values recognised in the financial statements. |
|
Our application of materiality
|
|
Group financial statements |
Parent company financial statements |
|
Overall Materiality |
£34,000 |
£32,100 |
|
How we determined it |
3.5% of Group gross assets |
3.5% of Company gross assets |
|
Rationale for benchmark |
The group is focused on the development of its Intellectual Property (IP) and the assets held in order to finance the continuing development of this IP. As such, the most appropriate basis for the group financial statements is gross assets. |
The parent company is principally holding subsidiary investment. The users of the financial statements will be most concerned with the value of investment. As such, the most appropriate basis for the parent company materiality is gross assets. |
During our audit, we initially set materiality at 2% of gross assets (£82,100) and performance materiality at £61,600. After the goodwill impairment, we reassessed and increased materiality to 3.5% of gross assets, reflecting the reduced risk, as described above.
We reported all audit differences found in excess of our triviality threshold of £300 to the directors and the management board as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, 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 other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
|
· |
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
· |
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
|
· |
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
|
· |
the parent company financial statements are not in agreement with the accounting records and returns; or |
|
· |
certain disclosures of directors' remuneration specified by law are not made; or |
|
· |
we have not received all the information and explanations we require for our audit |
Responsibilities of directors
As explained more fully in the directors' responsibilities statement (set out on page 28 and 29), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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, the directors are responsible for assessing the Group's and parent 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 unless the directors either intend to liquidate the Group or parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about 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 (UK) 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 financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure and management bias in accounting estimates and judgemental areas of the financial statements such as the valuation of intangible assets and investments. Audit procedures performed by the group engagement team included:
|
· |
Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations and fraud, and review of the reports made by management; |
|
· |
Assessment of identified fraud risk factors; |
|
· |
Challenging assumptions and judgements made by management in its significant accounting estimates; |
|
· |
Performing integrity testing to verify the legitimacy of banking records obtained from management; |
|
· |
Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; |
|
· |
Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; |
|
· |
Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; |
|
· |
Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax and regulatory authorities; and |
|
· |
Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions. |
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment 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 Group's internal control. |
|
· |
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
|
· |
Conclude on the appropriateness of the 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 conditions that may cast significant doubt on the Group's or the parent 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 Group or the parent company to cease to continue as a going concern. |
|
· |
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
|
· |
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. |
· |
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. |
Use of our Report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor)
For and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
London
Date: 28 January 2025
for the Year Ended 30 September 2024
|
|
Note |
12 months 30 September 2024 £ |
18 months 30 September 2023 £ |
|
Revenue |
3 |
- |
- |
|
Cost of sales |
|
- |
- |
|
Gross profit |
|
- |
- |
|
Administrative expenses |
|
(506,353) |
(927,972) |
|
Impairment of goodwill |
|
(3,140,700) |
- |
|
Operating loss |
4 |
(3,647,053) |
(927,972) |
|
Loss before tax |
|
(3,647,053) |
(927,972) |
|
Income tax credit |
8 |
5,566 |
68,505 |
|
Loss for the year and total comprehensive loss for the year |
|
(3,641,487) |
(859,467) |
|
Loss per share - basic and diluted |
9 |
(0.46)p |
(0.12)p |
|
The above results were derived from continuing operations. |
|
|
|
The accompanying notes to the financial statements form an integral part of the financial statements.
Consolidated Statement of Financial Position
As at 30 September 2024
|
Registration number: 09632100 |
|
||
|
|
Note |
30 September 2024 £ |
30 September 2023 £ Restated |
|
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
10 |
- |
- |
|
Intangible assets |
11 |
911,411 |
4,081,277 |
|
|
|
911,411 |
4,081,277 |
|
Current assets |
|
|
|
|
Trade and other receivables |
12 |
33,351 |
66,857 |
|
Income tax asset |
|
5,566 |
67,342 |
|
Cash and cash equivalents |
13 |
20,210 |
202,548 |
|
|
|
59,127 |
336,747 |
|
Total assets |
|
970,538 |
4,418,024 |
|
Equity and liabilities |
|
|
|
|
Equity |
|
|
|
|
Share capital |
14 |
819,309 |
744,309 |
|
Share premium |
|
6,731,347 |
6,656,802 |
|
Merger relief reserve |
|
10,950,000 |
10,950,000 |
|
Reverse acquisition reserve |
|
(8,005,195) |
(8,005,195) |
|
Share option reserve |
|
64,361 |
60,018 |
|
Retained earnings |
|
(9,844,251) |
(6,210,900) |
|
Total equity |
|
715,571 |
4,195,034 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
17 |
254,967 |
222,990 |
|
|
|
254,967 |
222,990 |
|
Total equity and liabilities |
|
970,538 |
4,418,024 |
These financial statements were approved by the board on 28 January 2025 and signed on its behalf by:
Madeleine Kennedy
Director
The accompanying notes to the financial statements form an integral part of the financial statements.
Consolidated Statement of Changes in Equity
for the Year Ended 30 September 2024
|
|
Share capital £ |
Share premium £ |
Merger relief reserve £ |
Reverse acquisition reserve £ |
Share option reserve £ |
Retained earnings £ |
Total £ |
|
At 1 October 2023 (Restated) |
744,309 |
6,656,802 |
10,950,000 |
(8,005,195) |
60,018 |
(6,210,900) |
4,195,034 |
|
Loss for the year and total comprehensive loss |
- |
- |
- |
- |
- |
(3,641,487) |
(3,641,487) |
|
Issue of share capital |
75,000 |
74,545 |
- |
- |
- |
- |
149,545 |
|
Share and warrant based payment |
- |
- |
- |
- |
12,479 |
- |
12,479 |
|
Transfer of expired share options |
- |
- |
- |
- |
(8,136) |
8,136 |
12,479 |
|
At 30 September 2024 |
819,309 |
6,731,347 |
10,950,000 |
(8,005,195) |
64,361 |
(9,844,251) |
715,571 |
|
|
Share capital £ |
Share premium £ |
Merger relief reserve £ |
Reverse acquisition reserve £ |
Share option reserve £ |
Retained earnings £ |
Total £ |
|
At 1 April 2022 |
615,609 |
6,500,817 |
10,950,000 |
(8,005,195) |
2,026,664 |
(7,349,933) |
4,737,962 |
|
Prior period adjustment |
- |
- |
- |
- |
(1,307,181) |
1,307,181 |
- |
|
Loss for the period and total comprehensive loss |
- |
- |
- |
- |
- |
(859,467) |
(859,467) |
|
Issue of share capital |
128,700 |
160,285 |
- |
- |
- |
- |
288,985 |
|
Share issue costs |
- |
(4,300) |
- |
- |
- |
- |
(4,300) |
|
Share and warrant based payment |
- |
- |
- |
- |
31,854 |
- |
31,854 |
|
Transfer of expired share options |
- |
- |
- |
- |
(691,319) |
691,319 |
31,854 |
|
At 30 September 2023 (Restated) |
744,309 |
6,656,802 |
10,950,000 |
(8,005,195) |
60,018 |
(6,210,900) |
4,195,034 |
The accompanying notes to the financial statements form an integral part of the financial statements.
for the Year Ended 30 September 2024
|
|
Note |
12 months 30 September 2024 £ |
18 months 30 September 2023 £ |
|
Cash flows used in operating activities |
|
|
|
|
Loss for the year |
|
(3,641,487) |
(859,467) |
|
Adjustments to cash flows from non-cash items: |
|
|
|
|
Profit on Sale of intangibles |
|
- |
(35,552) |
|
Amortisation |
10,11 |
29.166 |
55,124 |
|
Impairment Charge |
|
3,140,700 |
- |
|
Income tax credit |
8 |
(5,566) |
(68,505) |
|
Share and warrant based payment |
|
12,479 |
31,854 |
|
|
|
(464,708) |
(876,546) |
|
|
|
|
|
|
Decrease in trade and other receivables |
12 |
33,506 |
132,743 |
|
Increase/(Decrease) in trade and other payables |
17 |
31,977 |
(14,870) |
|
Cash consumed by operations |
|
(399,225) |
(708,674) |
|
Income taxes received |
|
67,342 |
162,442 |
|
Net cash used in operating activities |
|
(331,883) |
(546,232) |
|
Cash flows from investing activities |
|
|
|
|
Proceeds from sale of intangibles |
|
- |
50,000 |
|
Net cash from investing activities |
|
- |
50,000 |
|
Cash flows from financing activities |
|
|
|
|
Issue of shares (net of costs) |
|
149,545 |
284,685 |
|
Net cash from financing activities |
|
149,545 |
284,685 |
|
Net (decrease) in cash and cash equivalents |
|
(182,338) |
(261,547) |
|
Cash and cash equivalents at 1 October 2023 |
|
202,548 |
464,095 |
|
Cash and cash equivalents at 30 September 2024 |
|
20,210 |
202,548 |
The accompanying notes to the financial statements form an integral part of the financial statements.
Notes to the Consolidated Financial Statements
for the Year Ended 30 September 2024
1. General information
Nuformix plc (the "Company") and its subsidiary (together, the "Group") operate in the field of pharmaceutical development targeting unmet medical needs in fibrosis and oncology via drug repurposing.
The Company is a public limited company which is listed on the Standard List of the London Stock Exchange, domiciled in the United Kingdom (the "UK") and incorporated in England and Wales.
The address of its registered office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR.
The company operates in a virtual manner and as such does not have a principal place of business.
The company extended its previous accounting period from 31 March 2023 to 30 September 2023 to allow sufficient time to appoint new auditors. Due to this change the current year figures included in the statement of comprehensive income, statement of cash flows and related notes represent 12 months of transactions in comparison to the 18 months represented in the previous period by the comparative.
2. Summary of Significant Accounting policies
Basis of preparation
These Group and Parent Company financial statements were prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
The financial statements of the Group and Parent Company have been prepared on accrual basis and under historical cost convention. The financial statements are presented in Pounds Sterling which is the Group's functional and presentational currency.
New Standards and Interpretations
No new standards, amendments or interpretations, effective for the first time for the period beginning on or after 1 January 2023 have had a material impact on the Group.
Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:
|
Standard |
Impact on initial application |
Effective date |
|
IAS 1 |
Classification of liabilities as current or non-current |
1 January 2024 |
|
IAS 1 |
Non-current Liabilities with Covenants |
1 January 2024 |
|
IFRS 7 IFRS 16 |
Supplier finance agreements Leases on sale and leaseback |
1 January 2024 1 January 2024 |
|
IAS 21 |
Lack of exchangeability |
1 January 2025 |
The Directors are evaluating the impact of the new and amended standards above. The Directors believe that these new and amended standards are not expected to have a material impact on the financial statements of the Group
Going concern
The financial statements have been prepared on the going concern basis of preparation which, inter alia, is based on the Directors' reasonable expectation that the Group and Parent Company has adequate resources to continue to operate as a going concern for at least twelve months from the date of approval of these financial statements. In forming this assessment, the Directors have prepared cashflow forecasts covering the period ending 31 March 2026 that take into account the likely run rate on overheads and research and development expenditure and the estimates of the possibilities of raising funds through issues of equity and have considered alternative strategies should projected income be delayed or fail to materialise.
The Group is not in a position for self-financing and will require further funding which has not yet been secured. Whilst the Directors understand the risks and issues around raising further funds through an equity raise, this will be carefully considered, as and when appropriate.
These circumstances indicate the existence of an inherent material uncertainty which may cast a significant doubt on the Group's and Parent Company's ability to continue as a going concern. Future funding options have already been considered and will continue to be progressed by the Directors accordingly. The financial statements do not include any adjustments that would result if the Company or Group was unable to continue as a going concern.
The Directors have carried out a thorough review of costs and are clear on the development work to be completed. Discretionary costs have been carefully reviewed and reduced where reasonable to do so while continuing to allow the prudent running of the business. In addition, the non-executive directors may elect not to take payment of their salaries until such time as the business holds sufficient funds to enable them to do so.
After careful consideration, the Directors consider that they have reasonable grounds to believe that the Group can be regarded as a going concern and for this reason they continue to adopt the going concern basis in preparing the Group's financial statements.
Critical Accounting Estimates and Judgements
The preparation of these financial statements under UK-adopted International Accounting Standards requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. These estimates and assumptions are based upon management's knowledge and experience of the amounts, events or actions. Actual results may differ from such estimates.
The critical accounting estimates are considered to relate to the following:
i) Intangible assets
The Group recognises intangible assets in respect of goodwill arising on consolidation. This recognition requires the use of estimates, judgements and assumptions in determining whether the goodwill is impaired at each year end, assessing its recoverable amount in accordance with IAS36. Accounting estimates and judgements are required to calculate the fair value less cost to sell and the value in use of the asset, the latter using a NPV calculation assuming a 20% discount rate.
ii) Share options
The Group fair values equity-settled share-based payment transactions using the Black-Scholes model. The use of the models involves judgements and estimates including an assessment of whether the shares will vest. Should actual future outcomes differ from these assessments the amounts recognised on a straight-line basis would vary from those currently recognised. The total charge in the year to 30 September 2024 was £12,479 (2023: £31,854)
iii) Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group's activities. Revenue is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when:
· the amount of revenue can be reliably measured;
· it is probable that future economic benefits will flow to the entity; and,
· specific criteria have been met for each of the Group activities, such as the demonstration of milestone achievements in research or acceptance by both parties.
After applying the above criteria, no revenue was recognised in the Income Statement in the year.
Segmental information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The chief operating decision-makers, who are responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive Board of Directors.
All operations and information are reviewed together so that at present there is only one reportable operating segment.
In the opinion of the Directors, during the year the Group operated in the single business segment of the research and development of pharmaceutical products using technology developed by the Group.
Taxation
Taxation comprises current and deferred tax. Current tax is based on taxable profit or loss for the year. Taxable profit differs from net profit or loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's current tax asset is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Property, plant and equipment
Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged to write off the cost of assets over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Computer equipment |
33.33% straight line |
Goodwill and Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting year date.
Goodwill is not amortised, but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units ("CGUs") for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. The Group currently has only one CGU.
Other intangible assets, including customer relationships, licences, patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation is provided on the Group's patents to write off the cost, less any estimated residual value, over their expected useful economic life on a 10% straight line basis.
Impairment testing of goodwill, other intangible assets and property, plant and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated (determined by the Group's management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's (or cash-generating unit's) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group's latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.
i) Classification
The Company classifies its financial assets in the following measurement categories:
· those to be measured at amortised cost.
The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.
The Company classifies financial assets as at amortised cost only if both of the following criteria are met:
· the asset is held within a business model whose objective is to collect contractual cash flows; and
· the contractual terms give rise to cash flows that are solely payment of principal and interest.
ii) Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Company commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.
iv) Impairment
The Company assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Financial liabilities
The Group's financial liabilities include other payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income.
Equity
Equity comprises the following:
· "Share capital" represents the nominal value of equity shares.
· "Share premium" represents the amount paid for equity shares over the nominal value.
· "Reverse acquisition reserve" arises due to the elimination of the Company's investment in Nuformix Technologies Limited.
· "Merger relief reserve" represents the share premium arising on issue of shares in respect of the reverse acquisition takeover.
· "Share option reserve" represents the fair value of options issued.
· "Retained earnings" represents retained earnings/losses.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior years.
For defined contribution plans contributions are paid into publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as an asset.
Share based payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 15.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the number of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.
Equity‑settled share‑based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
For cash‑settled share‑based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
Earnings per Ordinary Share
The Company presents basic and diluted earnings per share data for its Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the year.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares
Investment in subsidiaries
Investments in subsidiaries are carried in the Company's balance sheet at cost less accumulated impairment losses. On disposal of investments in subsidiaries the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.
3. Revenue
The analysis of the Group's revenue for the year from continuing operations is as follows:
|
|
12 months 30 Sep 2024 £ |
18 months 30 Sep 2023 £ |
|
Licensing Fees |
- |
- |
|
|
- |
- |
4. Operating loss
|
Arrived at after charging |
|
|||
|
|
12 months 30 Sep 2024 £ |
|
18 months 30 Sep 2023 £ Restated |
|
|
Depreciation expense |
- |
|
438 |
|
|
Amortisation expense |
29,166 |
|
54,686 |
|
|
Profit on disposal of intangible fixed assets |
- |
|
35,552 |
|
|
Research and development expenditure |
70,910 |
|
316,577 |
|
|
Impairment Provision |
3,140,700 |
|
- |
|
|
Share option and warrant charge |
12,479 |
|
31,854 |
|
|
Details of the share-based payments can be found in Note 15. |
|
|
|
|
5. Staff costs
|
The aggregate payroll costs (including directors' remuneration) were as follows: |
|
||||
|
|
12 months 30 Sep 2024 £ |
|
18 months 30 Sep 2023 £ |
|
|
|
Wages and salaries |
90,000 |
|
141,833 |
|
|
|
Social security costs |
6,250 |
|
7,112 |
|
|
|
Pension costs, defined contribution scheme |
- |
|
- |
|
|
|
|
96,250 |
|
148,945 |
|
|
The average number of persons employed by the Group (including directors) during the year and analysed by category was as follows:
|
|
12 months 30 Sep 2024 No. |
18 months 30 Sep 2023 No. |
|
Research and development |
1 |
1 |
|
Non-executive directors |
2 |
2 |
|
Total |
3 |
3 |
6. Directors' remuneration
The Directors' remuneration for the year was as follows:
|
|
12 months 30 Sep 2024 £ |
18 months 30 Sep 2023 £ |
|
Remuneration |
90,000 |
141,833 |
|
Share based payment charge |
- |
19,474 |
|
|
90,000 |
161,307 |
|
|
|
|
Further information about the remuneration of individual directors are provided in the Directors' Remuneration Report.
|
During the year, the number of Directors who were receiving pension benefits was as follows: |
||
|
|
12 months 30 Sep 2024 No. |
18 months 30 Sep 2023 No. |
|
Accruing benefits under money purchase pension scheme |
- |
- |
Details of the total remuneration paid for the services of the directors are set out on pages 23 to 27 in the Remuneration Report.
|
In respect of the highest paid director: |
||
|
|
12 months 30 Sep 2024 £ |
18 months 30 Sep 2023 £ |
|
Remuneration |
30,000 |
44,500 |
7. Auditors' remuneration
|
|
12 months 30 Sep 2024 £ |
18 months 30 Sep 2023 £ |
|
|
Audit of the financial statements - Group |
37,000 |
37,000 |
|
|
Audit of the financial statements - Subsidiary |
18,000 |
18,000 |
|
|
8. Income tax |
|
|
|
|
Tax (credited) in the income statement |
|
|
|
|
|
12 months 30 Sep 2024 £ |
18 months 30 Sep 2023 £ |
|
|
Current taxation |
|
|
|
|
UK corporation tax |
(5,566) |
(67,342) |
|
|
Adjustment in respect of prior years |
- |
(1,163) |
|
|
|
(5,566) |
|
The tax on loss before tax for the period is calculated using the standard rate of corporation tax in the UK of 25% (2023: 19%).
The differences are reconciled below:
|
|
12 months 30 Sep 2024 £ |
18 months 30 Sep 2023 £ Restated |
|
Loss before tax |
(3,647,053) |
(927,972) |
|
Corporation tax at standard rate of 25% (2023: 19%) |
(911,763) |
(176,315) |
|
Excess of depreciation over capital allowances |
(75) |
3,611 |
|
Expenses not deductible |
788,295 |
45 |
|
Tax losses for which no deferred tax asset was recognised |
129,977 |
202,367 |
|
Effect of research development enhancement tax credit |
(6,434) |
(29,708) |
|
Surrender of research development tax credit at 10% |
(5,566) |
(67,342) |
|
Adjustment in respect of prior years |
- |
(1,163) |
|
Total tax credit |
(5,566) |
(68,505) |
No deferred tax asset has been recognised as the Directors cannot be certain that future profits will be sufficient for this asset to be realised. As at 30 September 2024 the Group has tax losses carried forward of approximately £6,008,132 (2023: £5,543,881).
Factors that may affect future tax charges
Since 1 April 2017 there has been a single rate of corporation tax of 19% in place. From 1 April 2023, the main rate of corporation tax rose to 25% for companies with profits over £250,000. For companies with profits of £50,000 or less, they pay corporation tax at the small profits rate of 19%. Where a company's profits fall between £50,000 and £250,000, they pay corporation tax at the main rate reduced by marginal relief. The upper and lower limits are proportionally reduced for short accounting periods and where there are associated companies.
9. Loss per share
Loss per share is calculated based on the weighted average number of shares outstanding during the year. Diluted loss per share is calculated based on the weighted average number of shares outstanding and the number of shares issuable as a result of the conversion of dilutive financial instruments.
|
|
12 months 30 Sep 2024 £ |
18 months 30 Sep 2023 £ |
|
Loss after tax |
(3,641,487) |
(859,467) |
|
Weighted average number of shares - basic and diluted |
786,932,319 |
719,462,470 |
|
Basic and diluted loss per share |
(0.46)p |
(0.12)p |
There is no difference between the basic and diluted earnings per share as the effect would be to decrease earnings per share.
|
10. Property, plant and equipment |
|
|
|
|
|
|
|
|
Computer equipment |
Total |
|
|
|
|
£ |
£ |
|
Cost |
|
|
|
|
|
At 1 October 2023 |
|
|
- |
- |
|
At 30 September 2024 |
|
|
- |
- |
|
Depreciation |
|
|
|
|
|
At 1 October 2023 |
|
|
- |
- |
|
At 30 September 2024 |
|
|
- |
- |
|
Carrying amount |
|
|
|
|
|
At 30 September 2024 |
|
|
- |
- |
|
At 30 September 2023 |
|
|
- |
- |
11. Intangible assets
|
|
|
|||||
|
|
Goodwill £ |
|
Patents £ |
|
Total £ |
|
|
Cost |
|
|
|
|
|
|
|
At 1 October 2022 |
4,023,484 |
|
364,576 |
|
4,315,145 |
|
|
Disposals |
- |
|
(72,915) |
|
(72,915) |
|
|
At 1 October 2023 |
4,023,484 |
|
291,661 |
|
4,315,145 |
|
|
At 30 September 2024 |
4,023,484 |
|
291,661 |
|
4,315,145 |
|
|
Amortisation |
|
|
|
|
|
|
|
At 1 October 2022 |
- |
|
237,649 |
|
237,649 |
|
|
Amortisation charge |
- |
|
54,686 |
|
54,686 |
|
|
On disposals |
- |
|
(58,467) |
|
(58,467) |
|
|
At 1 October 2023 |
- |
|
233,868 |
|
233,868 |
|
|
Impairment |
3,140,700 |
|
- |
|
3,140,700 |
|
|
Amortisation charge |
- |
|
29,166 |
|
29,166 |
|
|
At 30 September 2024 |
3,140,700 |
|
263,034 |
|
3,403,734 |
|
|
Net book value |
|
|
|
|
|
|
|
At 30 September 2024 |
882,784 |
|
28,627 |
|
911,411 |
|
|
At 30 September 2023 |
4,023,484 |
|
57,793 |
|
4,081,277 |
|
For impairment testing purposes, management considers the operations of the Group to represent a single cash generating unit (CGU) focused on pharmaceutical development, targeting unmet medical needs in fibrosis and oncology via drug repurposing. The directors have assessed the recoverable amount of goodwill, which in accordance with IAS36 is the higher of its value in use and its fair value less cost to sell (fair value), in determining whether there is evidence of impairment.
As at 30 September 2024, the Group assessed the recoverable amount of the CGU with reference to the fair value of the CGU based on the market capitalisation of the Group, consequently an adjustment to impair goodwill by £3,140,700 was made in the period.
|
12. Trade and other receivables |
|
|
|
|
|
|
30 Sep |
|
30 Sep |
|
|
|
2024 £ |
|
2023 £ |
|
|
Prepayments |
23,137 |
|
17,919 |
|
|
Other receivables |
10,214 |
|
48,938 |
|
|
|
33,351 |
|
66,857 |
|
The fair value of trade and other receivables is considered by the Directors not to be materially different to the carrying amounts.
|
13. Cash and cash equivalents |
|
|
||
|
|
30 Sep |
|
30 Sep |
|
|
|
2024 £ |
|
2023 £ |
|
|
Cash at bank |
20,210 |
|
202,548 |
|
The Directors consider that the carrying value of cash and cash equivalents represents their fair value.
|
14. Share capital Allotted, called up and fully paid shares |
|
||||||
|
|
30 Sep 2024 |
|
|
30 Sep 2023 |
|
||
|
|
No. |
£ |
|
No. |
£ |
||
|
Ordinary shares of £0.001 each |
819,309,368 |
819,309 |
|
744,309,368 |
744,309 |
||
|
|
|
|
|||||
|
|
No. |
||||||
|
As at 1 October 2023 |
744,309,368 |
|
|||||
|
Placement of new shares on the stock market |
75,000,000 |
|
|||||
|
As at 30 September 2024 |
819,309,368 |
|
|||||
On 6 March 2024, the company completed a capital increase through the issue of 75,000,000 shares of £0.001 each in share placements, with an overall share premium of £75,000.
15. Share options and warrants
The Group operates share-based payment arrangements to remunerate Directors and key employees in the form of a share option scheme. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value is determined at the grant date of the equity-settled share-based payments and is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non- market based vesting conditions.
The fair value of the options and warrants issued in 2024 were determined using the Black-Scholes option pricing model, where appropriate, and had a weighted average of 0.03p per option (2023: 2.46p).
The significant inputs into the model in respect of the options and warrants granted in the periods ended 30 September 2024 and 30 September 2023 were as follows:
|
|
2024 New warrants |
2023 Existing director warrants |
|
Grant date share price |
0.30p |
1p |
|
Exercise price |
0.25p |
1.45p |
|
No. of share options |
35,000,000 |
9,000,000 |
|
Risk free rate |
4.450% |
0.153% |
|
Expected volatility |
198.5% |
97% |
|
Expected option life |
2 years |
3 years |
The following table sets out details of the granted warrants and options movements:
|
Warrant/ option holder |
Number of warrants/ options at 31 March 2022 |
Issued in period |
Lapsed in period |
Number of warrants/ options at 30 September 2023 |
Issued in period |
Lapsed in period |
Number of warrants/ options at 30 September 2024 |
Exercise price |
Expiry date |
|
Directors during year |
|
|
|
|
|
|
|
|
|
|
D Gooding |
36,860,000 |
- |
(36,860,000) |
- |
- |
- |
- |
4-10p |
16/10/2022 |
|
J Gilbert |
3,000,000 |
- |
- |
3,000,000 |
- |
- |
3,000,000 |
1.45p |
23/11/2024 |
|
M Kennedy |
3,000,000 |
- |
- |
3,000,000 |
- |
- |
3,000,000 |
1.45p |
23/11/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other warrants/options |
|
|
|
|
|
|
|
|
|
|
J Holland |
36,860,000 |
- |
(36,860,000) |
- |
- |
- |
- |
4-10p |
16/10/2022 |
|
A Riddell |
3,000,000 |
- |
- |
3,000,000 |
- |
- |
3,000,000 |
1.45p |
23/11/2024 |
|
Novum Securities Limited |
580,357 |
- |
- |
580,357 |
- |
- |
580,357 |
2.8p |
21/10/2025 |
|
Other warrants |
580,356 |
- |
- |
580,356 |
- |
- |
580,356 |
2.8p |
21/10/2025 |
|
Other warrants (2023) |
- |
35,000,000 |
- |
35,000,000 |
- |
- |
35,000,000 |
0.2p |
17/04/2025 |
|
Alex Eberlin |
586,229 |
- |
- |
586,229 |
- |
(586,229) |
- |
4.691p |
18/12/2023 |
|
|
84,466,942 |
35,000,000 |
(73,720,000) |
45,746,942 |
- |
(586,229) |
45,160,713 |
|
|
The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Group to the scheme. No contributions were made in the year to 30 September 2024 (2023: £Nil).
No contributions were payable to the scheme at 30 September 2024 or 30 September 2023.
17. Trade and other payables
|
|
|||
|
|
|
|
|
|
|
|
30 Sep |
|
30 Sep |
|
|
|
2024 |
|
2023 |
|
|
Trade payables |
32,908 |
|
69,774 |
|
|
Accrued expenses |
220,943 |
|
152,042 |
|
|
Social security and other taxes |
1,116 |
|
1,174 |
|
|
|
254,967 |
|
222,990 |
|
|
|
|
|
|
|
The fair value of trade and other payables is considered by the Directors not to be materially different to the carrying amounts. All payables are due within one year.
The main credit risk relates to liquid funds held at banks. The credit risk in respect of these bank balances is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs. An analysis of trade and other payables is given in note 17.
The Group's objectives when managing capital are:
·to safeguard the Group's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders
·to support the Group's growth; and
·to provide capital for the purpose of strengthening the Group's risk management capability.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes.
All transactions with related parties are conducted on an arm's length basis.
The remuneration of the key management personnel of the Group is set out in the directors' remuneration report. The amounts due to directors in respect of deferred salaries are as follows:
|
|
30 Sep |
|
30 Sep |
|
|
2024 |
|
2023 |
|
J Gilbert |
57,500 |
|
27,500 |
|
M Kennedy |
57,500 |
|
27,500 |
|
D Gooding |
5,000 |
|
- |
20. Ultimate controlling party
The directors do not consider there to be a single ultimate controlling party.
Post-period, on 4 November 2024 , the Company completed a placing (the "Placing") and subscription (the "Subscription") to raise gross proceeds of £300,000 through the issue of 600,000,000 new ordinary shares in the capital of the Company at a price of 0.05 pence per share (the "Issue Price") (the "Fundraise"). The Issue Price was below the 0.1 pence nominal value of the existing ordinary shares therefore a share capital reorganisation ("Reorganisation") was conducted.
The Fundraise comprised a Placing of 440,000,000 New Ordinary Shares (the "Placing Shares") and a Subscription for 160,000,000 New Ordinary Shares at the Issue Price.
The Placing was arranged by CMC Markets. The Company has also agreed to issue 26,400,000 'broker' warrants to CMC Markets, giving them the right to acquire such number of New Ordinary Shares at an exercise price of 0.05 pence for a period of two years from the date of Admission.
The net proceeds of the Fundraise will be used by the Company primarily to drive forward partnering discussions for its NXP002 programme, an inhaled treatment for idiopathic pulmonary fibrosis ("IPF") and progressive pulmonary fibrosis ("PPF"), as well as to provide funding for general corporate purposes.
A prior period adjustment has been recognised in respect of historic share options which expired in prior accounting periods. The share based payments charge in respect of expired options should have been transferred against retained earnings however this had not been adjusted in previous years. This has resulted in a restatement to the share options reserve and retained earnings as at 1 April 2022 and 30 September 2023, and does not impact the reported loss after tax reported in either financial period.
The cumulative adjustment to reduce the share option reserve and transfer to retained earnings was £1,998,500 as at 30 September 2023 (1 April 2022: £1,307,181).