SHORTWAVE LIFE SCIENCES PLC

("Shortwave", "the Company" or "the Group")

ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 30 APRIL 2025

WELCOME TO SHORTWAVE LIFE SCIENCES PLC

Shortwave Life Sciences Plc, formerly Psych Capital Plc (AQSE: PSY), is pleased to present its results for the financial year ended 30 April 2025.

The Group's mission is to pioneer breakthrough therapies that transform the landscape of mental health care. Through the acquisition of Shortwave Pharma Inc. in the previous financial year, the Group has advanced its focus on drug development, targeting serious unmet medical needs, with an initial emphasis on the treatment of eating disorders. Combining deep pharmaceutical expertise with capital markets experience, the Group is building a platform designed to identify, develop and fund early-stage, best-in-class candidates for innovative mental health treatments.

Highlights:

●      Corporate Rebranding: Following the acquisition of Shortwave Pharma Inc. in the previous financial year, the Parent Company undertook a comprehensive review of its operations, culminating in a formal rebrand to Shortwave Life Sciences Plc - completed shortly after the period end - signalling its shift to a dedicated life sciences group focused on mental health drug development.

●      Operational Resilience: Despite limited financial resources during the period, the Group met all statutory obligations, maintained continuous operations, and preserved momentum across scientific, regulatory and strategic planning efforts.

●      Pipeline Development: Work continued on advancing the Group's lead anorexia nervosa drug candidate, with preparatory activity in pharmacokinetics, preclinical study design and regulatory planning completed in readiness for the next stages of development.

●      Governance and Board Oversight: The Board strengthened its oversight and operational controls during the year, ensuring alignment between strategic vision, capital planning and scientific delivery in preparation for the Group's next phase of growth.

Post year end:

Post-Year End Developments

●      £40,000 Interim Fundraise to Settle Outstanding Liabilities (June 2025):

On 10 June 2025, the Parent Company completed a private placement, raising £40,000 through the issuance of 32,000,000 new ordinary shares at a price of £0.00125 per share. As part of the placement, one warrant was issued for every share, exercisable at £0.0015 per share until June 2027. This interim funding round was strategically executed to stabilise the Group's immediate financial obligations and clear legacy debt, positioning the business for growth ahead of the larger financing round.

●      £250,000 Strategic Placement at Premium to Market (July 2025):

On 29 July 2025, the Parent Company raised £250,000 through the placing of 100,000,000 ordinary shares at a price of £0.0025 per share - representing a 150% premium to the closing bid price of the previous trading day. This oversubscribed round demonstrated strong investor confidence in the Group's revised strategic direction. The proceeds were earmarked to fund a comprehensive business review, lay the foundations for the Group's Digital Asset Treasury strategy, and support forward-looking operational priorities.

●      Equity-for-Services Agreement to Preserve Cash (July 2025):

In addition to the cash raised, the Group issued 48,316,000 ordinary shares to service providers in lieu of cash fees, on the same terms as the placing. This strategy preserved working capital while aligning external stakeholders with the long-term value of the Group, demonstrating prudent treasury management and a focus on maintaining financial flexibility during a transitional period.

●      Leadership Reinforcement to Drive Execution and Growth (July 2025):

To support the Parent Company's repositioning and execution of its dual-track strategy, several strategic appointments were made:

o  Rolf Gerritsen joined the Board as Executive Chairman, bringing over three decades of international capital markets experience and a proven track record in corporate transformation, financing, and regulatory oversight.

o  Stephen Molloy was appointed Non-Executive Director with a specific remit to develop the Group's Digital Asset Treasury (DAT)strategy. Stephen's deep expertise in digital innovation and blockchain strategy adds critical insight to the Group and Parent Company's evolving financial model.

●      Development of Dual-Track Strategy (Q3 2025):

Building on internal and external input, the Group formally adopted a dual-track strategy designed to support clinical progress while enhancing long-term capital efficiency. This strategy includes:

o  The continued advancement of its core anorexia nervosa drug programme, currently progressing through preclinical and regulatory development stages.

o  The establishment of a Digital Asset Treasury function, aimed at creating a non-dilutive reserve of capital to fund future R&D. This model enables the Group to better manage macroeconomic volatility, hedge risk, and retain top-tier scientific talent by offering a differentiated compensation and funding structure.

DIRECTORS' STATEMENT

We are pleased to present the results for Shortwave Life Sciences Plc (the "Parent Company") and its subsidiary

("the Group") for the year ended 30 April 2025.

This financial year was a pivotal period for the Group, marking its transition into a focused biopharmaceutical business dedicated to developing breakthrough therapies in mental health, with a specific emphasis on eating disorders and anorexia nervosa. While resources during the year remained constrained, the Board ensured that the Group met all regulatory and operational obligations, while continuing to advance key elements of the clinical and corporate roadmap.

A key highlight of the year was the Parent Company's formal rebrand to Shortwave Life Sciences Plc on 6 June 2024, following the successful acquisition and integration of Shortwave Pharma Inc. This name change reflects the Group's sharpened focus on drug development and its strategic commitment to identifying and accelerating first- in-class therapies for life-threatening mental health conditions.

Operationally, the Group achieved meaningful clinical progress. The Subsidiary, Shortwave Pharma Inc. completed key pre-clinical safety studies for its novel drug combination and buccal film platform designed to treat anorexia nervosa. These studies demonstrated strong safety and tolerability at elevated doses and reinforced the Group's conviction in the platform's bioavailability and patient-centric design. These results provide a critical foundation for future clinical trials and regulatory engagement.

In parallel, the Group received a positive international preliminary report from the PCT examining authority confirming that its patent application entitled "A Mucoadhesive Film Comprising a Pharmaceutically Active Agent and Uses Thereof" met all criteria of novelty, non-obviousness, and industrial applicability. This was a major validation of the Group's proprietary delivery system and unlocked the issuance of 9,015,100 Deferred Consideration Shares, as agreed under the original acquisition terms.

Commercially, the Group made the strategic decision to divest its media platform, PSYCH, which previously operated as a B2B content and events business for the psychedelic healthcare sector. The sale, completed during the year, enables management to focus fully on clinical development and long-term IP value creation.

The Parent Company also launched a pre-campaign for retail fundraising via Crowdcube, seeking to expand its shareholder base and raise additional funds to support the transition into Phase I clinical trials. This campaign - supported by a compelling scientific narrative, strategic partnerships (notably with Sheba Medical Center), and increasing public interest in mental health innovation - demonstrated investor appetite for Shortwave's vision, though the final campaign was postponed to align with broader capital strategy efforts.

The Group's Board was further strengthened by the appointment of Ron Chai Lipsky as Non-Executive Director, a seasoned executive in life sciences and capital markets. Mr. Lipsky brings valuable expertise in regulatory oversight, investor relations, and international growth strategies.

While financial resources during the period remained limited, the Group managed its cash conservatively and prioritised essential value-driving activities, including IP protection, clinical preparation, and regulatory engagement. The Board remains grateful to the shareholders for their continued support during this period of consolidation and transformation.

Looking ahead, the Group is confident that its singular focus on clinical innovation, combined with a refined capital strategy and a growing ecosystem of partners, will position it well to deliver meaningful value to patients and shareholders alike.

Post year end

Following the financial year end, Shortwave Life Sciences Plc ("the Group") has taken decisive steps to streamline its operations and sharpen its strategic focus. While the acquisition of Shortwave Pharma Inc. in 2023 laid the foundation for the Parent Company's transition into a biopharmaceutical business, the period following April 2025 has marked a clear inflection point in the Group's evolution.

In Q2 2025, the Group successfully divested its media and events business, PSYCH, to enable full operational and financial focus on its core drug development activities. This divestment not only reflects a disciplined approach to capital allocation but also reinforces the Group's commitment to advancing its clinical pipeline in mental health, starting with its lead anorexia nervosa programme. Shortwave Life Sciences retains strong strategic relationships across the healthcare ecosystem, but no longer operates a standalone media platform.

Building on this momentum, the Board announced a dual-track strategic model in mid-2025. In addition to advancing its core pharmaceutical R&D activities, the Group will adopt a Digital Asset Treasury (DAT) approach

- a novel capital strategy intended to preserve balance sheet value, reduce reliance on traditional equity fundraising, and provide a potential non-dilutive revenue stream to support ongoing R&D. This model is being developed with reference to best practices across biotech and digital finance, positioning Shortwave at the forefront of innovative capital management in life sciences.

The Group's clinical capabilities have also been strengthened with new appointments. Dr. Nadya Lisovoder, MD, has assumed leadership of the Group's scientific roadmap and clinical planning, working closely with contract research organisations (CROs), manufacturing partners, and regulators to ensure the clinical readiness of Shortwave's lead asset.

Together, these developments mark the start of a new chapter for the Group - one that combines scientific rigour with capital innovation. The Board remains focused on delivering shareholder value through the development of safe, effective therapies for mental health conditions with no current pharmacological solutions, beginning with anorexia nervosa.

Outlook and prospects

The global mental health crisis continues to intensify, with widening gaps between patient needs and effective, accessible treatment options. This unmet demand is particularly acute in the area of eating disorders, especially anorexia nervosa, where no approved pharmacological treatments currently exist and where clinical innovation remains critically underfunded. Against this backdrop, Shortwave Life Sciences Plc Group has refined its strategic focus to address one of the most pressing and underserved challenges in modern medicine.

The Group enters the next financial year with a clear direction: to advance breakthrough therapies for serious mental health conditions, beginning with a lead clinical programme targeting anorexia nervosa. Scientific validation for psychedelic-assisted therapies continues to grow, with multiple late-stage trials underway and increasing regulatory engagement across major jurisdictions. Analysts forecast strong sector growth, with the global psychedelic therapeutics market projected to reach over USD $8 billion by 2028, driven by new treatment paradigms, patient advocacy and changing legislation.

Shortwave Life Sciences Plc Group is well positioned to contribute meaningfully to this emerging field. Its proprietary buccal film delivery system and psilocybin-based formulation are specifically designed to address the clinical and safety complexities associated with anorexia. Following positive preclinical safety data and regulatory approvals for early-stage human studies, the Group is preparing to initiate its first clinical trial once funding is in place.

Looking ahead, the Group's dual track strategy aims to reduce risk and secure long-term funding. The recently announced Digital Asset Treasury (DAT) approach reflects a commitment to capital innovation - offering a potential non-dilutive path to sustain research and development, while preserving balance sheet strength and delivering value to shareholders. This model, combined with a focused drug development roadmap, positions Shortwave to operate with agility and resilience in a challenging biotech funding environment.

In parallel, the Group continues to build a strong network of clinical, academic and manufacturing partners across Europe and Israel, with active collaborations in place to streamline regulatory preparation, reduce cost exposure and accelerate time to trial.

The Directors believe that Shortwave Life Sciences Plc Group is entering a pivotal phase. With a sharpened focus, a differentiated delivery platform and a growing ecosystem of partners, the Group is well placed to play a leading role in the future of mental health therapeutics. The outlook for 2026 and beyond is one of cautious optimism, grounded in scientific progress, strategic clarity and a continued commitment to impact.

Financial Review

Shortwave Life Sciences Plc is pleased to announce the Group's annual results for the year to 30 April 2025.

Revenues of £45,700 were reported in the year, a decrease of 19% on the prior year (2024: £56,694) due to the on-going macro-economic environment which has negatively impacted demand for data, content and symposiums and has adversely affected appetite for sponsorships, advertising and marketing in the psychedelic sector. The gross profit margin increased to 99% (2024: 8%) which was mainly due to the low fixed cost component of the services provided. Administrative expenses decreased by £380,412 to £264,344 (2024: £644,756), despite the fees incurred and work performed around the SWP acquisition. There was a significant decline in consultancy fees but a minor increase in salaries reflecting a larger executive team for the period around the acquisition. Non-cash charges of £94,004 (2024: £109,168) relating to the amortisation of intangible assets including Goodwill formed through the acquisition of SWP and the continued amortization of the PSYCH media platform during the year until it was sold. A share-based payment non-cash charge of £50,687 (2024: £206,136) was recorded in the year, for the award of share options to directors and advisors following last year's SWP acquisition.

An operating loss of £269,811 (2024: £846,338) was recorded in the year. Non-cash fair value loss on the investment in Awakn Life Sciences Corp of £11,603 (2024: loss of £46,698), combined with an impairment charge of £Nil on the Psych platform asset which has become external to the Group's new focus on drug development, results in a statutory pre-tax loss of £281,414 reported in the year (2024: £1,082,911), and a basic loss per share of £0.0007 (2024: £0.0033).

Net assets for the Group totalled £2,420,768 at 30 April 2025 (2024: £2,626,892), incorporating £2,912 in cash and cash equivalents (2024: £72,300). The investment in Awakn was £nil at the year-end as it was sold during the year (2024: £44,807). Intangible assets of £2,903,942 represents Intellectual property and goodwill emanating from the acquisition of SWP in the previous financial year. Trade and other receivables increased to £23,795 (2024:

£16,626), predominately relating to reduction in prepayments for the PSYCH Symposium and event activity in the year. Trade and other payables increased to £98,811 (2024: £77,453).

The Group incurred net cash outflows from operations of £98,322 (2024: £492,054), a decrease of £393,732, as a result of larger non-cash impairment and amortisation of the intangible asset relating to the acquisition of Shortwave Pharma Inc. and a higher non-cash share-based payment charge in the prior year. The Group issued 16,515,098 deferred shares mostly surrounding the share-based acquisition of SWP.

The Directors have prepared a cashflow forecast which indicates that additional funds will be required during the year to continue to operate as per the forecast. There are ongoing activities to raise the necessary funds but in the absence of the required funding being in place this condition indicates the existence of a material uncertainty which may cast significant doubt over the Group's ability to continue as a going concern.

The Group has 378,290,762 ordinary shares in issue.

                    Extract from the Auditor report

"Emphasis of matter on investments and intangible assets

We draw attention to the value of intangible assets in the Consolidated Statement of Financial Position and the value of investment in the subsidiary in the Parent Company Statement of Financial Position. The value of intangible assets arises on consolidation and represents the excess between the net asset value of the underlying subsidiary on acquisition and the cost of investment. The value of investment in the subsidiary represents the historic cost of acquisition of investments.

Management's assessment of impairment includes a review of the net present value of future potential cashflows of the underlying assets. The basis of these valuations includes a number of variables within the calculations that are subjective and based on professional judgments of the directors. This also includes the expected potential around the success of the future drug development programme and commercialisation of the Group's products. Whilst we have assessed management's judgements and application of estimates in their calculations and consider these to be reasonable, as set out in the key audit risks below, the projections relate to uncertain future events and outcomes which if unsuccessful could result in a material change to the valuations which could result in an impairment of the investments and intangible assets.

Our opinion is not modified in respect of this matter.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which indicates that the Group's ability to continue as a going concern is dependent on future fundraisings within the next twelve months from the approval of the financial statements.

As stated in note 2, this event or condition, indicates that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included:

●      Reviewing management's assessment of the going concern basis drawn up 31 December 2026 including their evaluation of future funding requirements and funding availability, while challenging their key assumptions and inputs to ensure reasonableness and appropriateness;

●      Assessing the Group's liquidity and the impacts on the reliability of the going concern evaluation;

●      Assessing whether key assumptions and inputs to the model were reasonable, in light of the Group's

relevant principal risks and uncertainties, and conducting our independent assessment of those risks; and

●      Conducting sensitivity analysis on management's key assumptions and inputs against plausible scenarios."

The Directors of the Company are responsible for the contents of this announcement.

Enquiries:

Company:

Rolf Gerritsen

+44 20383 87621

AlbR Capital Limited:

Corporate Adviser:

+ 44 (0) 20 7469 0930

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 30 APRIL 2025

The notes on pages 29 to 47 form part of these financial statements.