TIDMNFX
RNS Number : 4386Y
Nuformix PLC
03 January 2024
3 January 2024
Nuformix plc
("Nuformix", the "Company" or the "Group")
Annual Results for the period ended 30 September 2023
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 eighteen months
ended 30 September 2023 following the change in the Company's
accounting reference date from 31 March to 30 September.
Non-Executive Directors' Statement
Introduction
The key priority for the directors continues to be to focus on
the Company's early-stage pipeline of preclinical assets and ensure
strength in the areas of drug development, business development and
financial control within the Group. We operate a lean structure
with the limited Board and bring in specialists and consultants,
experts in their field, to support the business as required.
Pipeline
Nuformix has an early-stage 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 drug 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,
and their development typically brings a greater probability of
success compared to developing newly discovered drugs, due to the
existing data that has been generated on the marketed drug. This
existence of data may also result in lower overall development
costs and shorter development timelines.
The Group's business model is to take these assets to key value
inflection points before partnering or licensing. We conduct our
R&D activities through out-sourcing, to enable us to access the
different types of expertise that are needed for drug R&D and
to minimise our operational costs. We have 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 preclinical lead asset and a potential
novel inhaled treatment for IPF and possibly other fibrosing
interstitial lung diseases ("ILDs"). It is a proprietary, new form
of the drug tranilast, which allows the drug to be delivered in an
inhaled formulation.
IPF is a devastating lung disease associated with a higher
mortality rate than many cancers. Thus, IPF represents a high unmet
medical need such that the requirement for improved treatment
options represents a significant commercial opportunity. IPF is
classified as a rare disease and presents a global commercial
market that is forecast to grow to US$8.8bn by 2027. Sales of
standard-of-care 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 there is growing
evidence that supports its potential use in other fibrotic
conditions, including IPF. NXP002 is differentiated as it is a
patent protected new form of tranilast that has been enabled for
formulation and delivery direct to the lungs by inhalation, a new
route of administration for this drug. The inhalation route is a
well-known strategy for treatment of lung diseases to yield greater
efficacy and reduce systemic side-effects compared to oral
treatment. Discontinuation rates for standard-of-care IPF therapies
can be as high as 80% in certain patient groups due to their
debilitating systemic side-effects.
Effective inhalation therapies offer the potential to overcome
these limitations of oral therapies. Nuformix owns granted patents
protecting new forms of tranilast, in addition to a recently filed
patent protecting its use with SoC in IPF, with patent prosecution
progressing in major pharmaceutical territories.
As a potential treatment for IPF, which is a rare disease,
NXP002 is a likely candidate for Orphan Drug Designation, which
could provide additional product protection against potential
competitors. The positioning of NXP002 as an inhaled treatment for
IPF could be either as added to Standards of Care (SoCs) or
administered as a monotherapy for patients non-responsive to SoCs
and those declining these therapies due to side effects which
impact quality of life.
The preclinical inhalation strategy, initiated by the Company
has significantly progressed NXP002 demonstrating:
-- it can be delivered in-vivo by a range of nebulisers at the
optimum particle size for delivery to the deep lung;
-- very high doses appear to be well-tolerated; and
-- an in-vivo inhalation dose response was observed for
inflammatory and fibrotic 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 using a disease and species relevant model that has
been advanced to significantly reduce output variability. The
results from these studies of NXP002 alone and in combination with
current SoC, can be summarised as follows:
-- NXP002 is well tolerated in ex-vivo human lung tissue with no signs of toxicity events;
-- N XP002 alone delivers a strong, consistent anti-fibrotic and
anti-inflammatory effect as demonstrated by modulation of the
release of multiple biomarkers of fibrosis and inflammatio
-- both high and low concentrations of NXP002 show an additive
anti-fibrotic and anti-inflammatory effect to SoC;
-- 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; an d
-- 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.
As announced on 18 May 2023, 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:
-- 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
-- the results further suggests that NXP002 will provide
additional efficacy in combination with SoC's, even in patients
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 in 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:
-- NXP002 suppresses the release of inflammatory cytokines by
healthy human lung tissue following LPS challenge; and
-- 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.
Overall, the results further strengthen NXP002's potential for
development as a new inhaled treatment for IPF either in addition
to existing therapies or as a monotherapy. The Board continues to
be encouraged by the progress of the studies and the positive data
generated to date, in particular the recent duration of action
study results and is focused on next steps which include:
-- expansion of the current studies to include further human IPF
tissue donors to demonstrate the robustness of NXP002's
anti-fibrotic response alone and in SoC combinations; and
-- formally commencing the NXP002 partnering process.
Post-period end on 23 October 2023, the Company announced that
it was issued with an Official Decision to Grant Notice of
Allowance for Japanese National Phase Patent Application No.
2020-555115 entitled "CRYSTALLINE TRANILAST SALTS AND THEIR
PHARMACEUTICAL USE". This patent, which has already been granted in
the US, describes proprietary new forms of the drug tranilast being
progressed by the Company as a potential novel IPF treatment. These
proprietary drug forms uniquely enable delivery via an inhaled
nebulised formulation.
NXP004 (novel forms of olaparib) - Oncology
The Group discovered novel forms of olaparib, a drug currently
marketed by AstraZeneca, as Lynparza(R). Lynparza(R) was first
approved in December 2014 for the treatment of adults with advanced
ovarian cancer and deleterious or suspected deleterious germline
BRCA mutation. Since then, it has secured similar approvals in
breast, pancreatic and prostate cancers with further trials
on-going. These approvals have propelled Lynparza(R) sales to
US$2.6bn in 2022 with industry analysts forecasting annual sales of
US$9.7bn by 2028.
The Group has filed two patent applications on its novel forms
of olaparib with the potential for patent life to 2040/2041.
The Company demonstrated enhanced performance of NXP004
cocrystals compared to olaparib. Subsequently, further
preformulation studies allowed the Company 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 (R) , both in
terms of rate and extent of dissolution and release of
olaparib.
Enhancement of dissolution in the currently marketed formulation
of Lynparza (R) resulted in improved bioavailability versus the
initial marketed product. Therefore, the NXP004 programme may offer
potential to further increase olaparib bioavailability. In
addition, 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.
These attributes position NXP004 for applications in
line-extensions for the currently marketed product, or for possible
development in future first-to-generic products.
The Company will now consider the design and execution of
suitable preclinical pharmacokinetic models to further investigate
and validate NXP004's potential for enhancing the oral absorption
of olaparib. Securing these data will enable commencement of
discussions with potential commercialisation partners.
This work will direct and support future out-licensing
discussions for NXP004.
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) exclusively
licensed to Oxilio for oncology indications.
On 18 September 2023, the Company announced that Oxilio had
acquired ownership of its NXP001 patent estate for which Nuformix
received new immediate and near-term undisclosed milestone payments
, whilst retaining further development milestones and royalties
capped at GBP2 million per year.
Fundraising
On 13 April 2023, the Company completed a subscription to raise
gross proceeds of GBP70,000 through a subscription for 35,000,000
new ordinary shares of 0.1 pence each in the capital of the Company
(the "New Ordinary Shares") at a price of 0.20 pence per share (the
"Subscription"). The Subscription was undertaken with a single
UK-based FCA regulated institutional investor. The New Ordinary
Shares represented approximately 4.7 per cent. of the Company's
enlarged issued share capital.
In addition, the participant in the Subscription was issued with
one warrant for every one New Ordinary Share subscribed for with an
exercise price of 0.25 pence per warrant. These warrants are
exercisable for two years from 21 April 2023 ("Warrants"). If the
Warrants are exercised in full, it would result in the issue of an
additional 35,000,000 new ordinary shares raising a further
GBP87,500 for the progression of the Company's business activities.
The New Ordinary Shares and Warrants were issued pursuant to the
Company's existing share issuance authorities.
The net proceeds of the Subscription are being used by the
Company primarily to further advance its NXP002 programme for the
inhaled treatment of IPF.
Lanstead Subscription and Sharing Agreements
During the period the Company received proceeds from the
Company's subscription and associated sharing arrangements with
Lanstead Capital Investors L.P. ("Lanstead"), as announced on 14
December 2021 , 17 January 2022 and 12 April 2022. The sharing
agreements ended in October 2023, concluding this arrangement and
the Company is due no further funds from Lanstead.
Business Development
During the period the Company has switched its focus to business
development activities to explore partnering opportunities for both
its NXP002 and NXP004 programmes, attending both the European
Respiratory Conference in Milan and the IPF Summit in Boston. Those
partnering activities are ongoing.
Summary and Outlook
The strategy of the Group is to continue to optimise value from
its existing assets while maintaining tight control of costs. The
proceeds from the Lanstead Sharing Agreements, the April 2023
fundraise proceeds and the milestone payment received from Oxilio
in September 2023 and post-period in December 2023 have enabled the
Group to continue to advance and exploit the current assets within
the portfolio through selective additional R&D and business
development activities as set out above. The Group is conducting
business development/licensing activities for all its assets using
a structured and data-driven approach, with the goal of seeking
global licensing deals. Our focus and emphasis is to progress our
NXP002 and NXP004 programmes where required to complete licensing
transactions and achieve value creation to generate a return for
shareholders.
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.
Julian Gilbert Madeleine Kennedy
Non-Executive Chairman Non-Executive Director
2 January 2024 2 January 2024
Enquiries:
Nuformix plc
Dr Dan Gooding, Executive Director Via IFC Advisory
Stanford Capital Partners Limited
Tom Price / Patrick Claridge (Corporate
Finance) +44 (0) 20 3650 3650
Bob Pountney (Corporate Broking) +44 (0) 20 3650 3652
IFC Advisory Limited
Tim Metcalfe +44 (0) 20 3934 6630
Zach Cohen nuformix@investor-focus.co.uk
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 above.
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 identi ed 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 nancial 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 early licensing deals and, if needed,
raising additional funds. However, it is the Directors' reasonable
expectation that the Group 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 cash ow forecasts covering the period
ending 31 December 2024 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. The proceeds from the Lanstead sharing
agreements ended in October 2023
-- Feasibility of drug candidates
Pharmaceutical R&D is an inherently risky activity and drug
candidates can fail due to a lack of ef cacy, 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 nancial, 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, nancial 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 bene ts and mitigate risks for the
Group. However, the speci c 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 ow
Opportunities to generate value from the portfolio have
increased, but there is a need to generate further data to make the
assets as attractive as possible to potential licensees. 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. The
pandemic could cause further impact to external research. Our
primary focus remains the safety of our employees. The Group
follows Government advice whilst allowing employees to work exibly.
The 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 ef ciency, prevailing and projected pro
tability, projected operating cash ows, 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 nancial statements.
Financial Highlights
-- Net assets at year-end (18 months) of GBP4,195,033 (2022:
GBP4,737,962) which includes GBP202,548 cash at bank (2022:
GBP464,095)
-- The Group delivered a loss on ordinary activities (after tax
credit) for the 18 months of GBP859,467 (2022: loss of
GBP1,108,993) and a loss per share of 0.12p (2022: 0.19p). The
reported loss is driven mainly by costs related to the further
development of pipeline assets
Future outlook
The Non-Executive Directors' Statement above 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 2023 cash balances totalled
GBP202,548 (2022: GBP464,095). The Board will consider introducing
additional KPIs to monitor the Group's development as they become
relevant in the future.
-- Meeting nancial targets:
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 ef ciency, prevailing and projected pro
tability, projected operating cash ows, 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 nancial statements.
-- Revenue from agreements:
During the period of these accounts, the revised Oxilio
agreement has provided Nuformix with new immediate and near-term
undisclosed milestone payments .
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.
NXP002: During the period of these accounts the Group continued
to prioritise the development of NXP002, its inhaled candidate for
the treatment for IPF, and generated further preclinical data. The
Group firstly initiated further preclinical studies confirming
preclinical tolerability across a new range of higher doses than
previously studied following inhalation of a new nebulised
formulation. In response to intelligence gathered following the
attendance of key conferences, the Group switched its research
focus onto further investigations of NXP002 in combination with
current IPF standards of care (SoC) and demonstration of NXP002's
duration of action.
This was achieved via new studies in 3D human lung tissue,
firstly using a disease and species relevant IPF model, focusing on
NXP002 in combination with current SoC. Advancements within this
model were designed to significantly reduce output variability. The
results continued to confirm that NXP002 is well tolerated in
ex-vivo human lung tissue with no signs of toxicity events and that
NXP002 alone delivers a strong, consistent anti-fibrotic effect as
demonstrated by modulation of the release of multiple biomarkers of
fibrosis. Furthermore, both high and low concentrations of NXP002
show an additive anti-fibrotic effect to SoC. In particular, the
higher concentrations of NXP002 with SoC's deliver a near complete
ablation of fibrosis and inflammation biomarker release, yet at
lower concentrations than have been seen in other preclinical
models to date.
The results indicated that the clear, pronounced additive
benefit of NXP002 on top of SoCs observed offers the potential for
additional IPF treatment efficacy, even in patients responding to
SoC therapy. The results also raised the possibility that NXP002
targets additional disease pathways to SoC's when increasing the
combined anti-fibrotic response.
Lastly, the Group initiated work using an exploratory healthy
human lung tissue model to investigate NXP002's duration of action.
Demonstration of a prolonged duration of action is essential in the
development of inhaled therapies, whose clearance from the lung can
be rapid. Therapies requiring multiple (more than two) daily uses
of inhalation devices for effective treatment are less attractive
and suffer reduced patient compliance, even in life-threatening
conditions such as IPF. Therefore, Nuformix has developed a TPP
that is consistent with twice daily inhalation administration.
The exploratory model involves an LPS challenge to healthy human
lung tissue, offering numerous advantages in terms of species
relevance and the ability to control tissue exposure to drug. The
model also bridges the Company's previous successful preclinical
work across a variety of LPS-challenge studies. It was found that
NXP002 suppresses the release of inflammatory cytokines by healthy
human lung tissue following LPS challenge. This effect was seen at
one hour post treatment with NXP002, suggesting only a short time
is required for lung tissue penetration and activity. In addition,
a strong anti-inflammatory effect remained at 12 hours post drug
dosing demonstrated by suppression of the release of inflammatory
cytokines following
LPS challenge, confirming NXP002 has a suitable duration of
action. Lastly, results indicated that anti-inflammatory effect was
still observed at 24 hours post removal of drug.
Overall, the combined data generated gives the Group confidence
in NXP002's potential as an inhaled therapy for IPF treatment and
allows the telling of a more complete preclinical story to
potential licensing partners for the first time. The Group
continues to pursue opportunities to share this important new data
with key players in the rare disease and respiratory disease
sectors as it explore all opportunities to progress the NXP002
programme.
NXP001: On 18 September 2023, the Company announced Oxilio had
acquired ownership of its NXP001 patent estate for which Nuformix
received new immediate and near-term undisclosed milestone payments
, whilst retaining further development milestones and royalties
capped at GBP2 million per year.
NXP004: During the period of these accounts, the Group continued
to perform preclinical studies investigating the enhanced
performance of NXP004 cocrystals compared to various forms of
olaparib. Pre-formulation studies were first completed confirming
the superiority of the Group's recently patented cocrystal forms,
allowing lead cocrystals to be identified and progressed to further
drug product development studies.
The Group initiated in-vitro dissolution performance studies for
its lead cocrystals compared to the marketed Lynparza (R) tablet
product using a biologically relevant dissolution design and with
drug loading relevant to human dosing. The results demonstrated
that the two lead NXP004 cocrystals selected out-perform Lynparza
(R) , both in terms of rate and extent of dissolution and release
of olaparib.
Enhancement of dissolution in the currently marketed formulation
of Lynparza (R) resulted in improved bioavailability versus the
initial marketed product. Therefore, the NXP004 programme may offer
potential to further increase olaparib bioavailability. In
addition, 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.
These attributes position NXP004 for applications in
line-extensions for the currently marketed product, or for possible
development in future first-to-generic products. The Company has
commenced
discussions with potential commercialisation partners.
Co-development with third parties:
Co-development of generic products with third parties, where
Nuformix's knowhow or IP could provide extended patent protection
is a potential business model although the Group is prioritising
its resources on progressing its own portfolio to generate
licensing revenue.
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:
-- 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 owing to the Board as
part of its activities, whether this is reviewing strategy, budget
or a business development opportunity.
-- 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
info@nuformix.com should any stakeholders wish to contact the Group
and shareholders may contact the Company's investor relations
adviser, IFC Advisory Limited, at
nuformix@investor-focus.co.uk.
-- The Group's strategy and business model detailed in the
Non-Executive Directors' Statement above.
-- How the Group manages risks, on pages 9 to 15 of the Annual Report.
-- Corporate governance, on pages 17 to 22 of the Annual Report,
including how governance supported the delivery of our strategic
objectives in this period.
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.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations. Company law requires the Directors to prepare
financial statements for each financial year. The Directors are
required by law to prepare the Group and Parent Company financial
statements in accordance with UK-adopted international accounting
standards. Under Company law, the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and Group
and of the profit or loss for that period. In preparing the Company
and Group's financial statements, Companies Act 2006 requires that
Directors:
-- Select suitable accounting policies and apply them consistently;
-- Make judgements and accounting estimates that are reasonable and prudent;
-- State whether applicable under UK-adopted international
accounting standards, have been followed, subject to any material
departures disclosed and explained in the nancial statements;
and
-- Prepare the nancial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue
in business.
The Directors are responsible for keeping adequate accounting
records that are suf cient to show and explain the Group
transactions and disclose with reasonable accuracy at any time the
nancial position of the Group and enable them to ensure that the
nancial statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Group and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
In the case of each person who was a director at the time of
this report was approved:
-- So far as that Director is aware, there is no relevant audit
information of which the Group's auditor is unaware; and
-- That Director has taken all steps that the director ought to
have taken as a director to make himself aware of any relevant
audit information and to establish that the Group's auditor is
aware of that information.
Auditors
Kreston Reeves LLP were appointed as auditors in the period, and
a resolution to reappoint Kreston Reeves LLP as auditors will be
presented to the members at the Annual General Meeting in
accordance with Section 485(2) of the Companies Act 2006.
On behalf of the board,
Dr Julian Gilbert Madeleine Kennedy
Non-Executive Director Non-Executive Director
2 January 2024 2 January 2024
Independent Auditor's Report
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
Opinion
We have audited the financial statements of Nuformix PLC (the
'parent company') and its subsidiaries (the 'Group') for the year
ended 30 September 2023 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 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:
-- give a true and fair view of the state of the Group's and of
the parent company's affairs as at 30 September 2023 and of the
Group's loss for the year then ended;
-- have been properly prepared in accordance with IFRSs adopted by the United Kingdom; and
-- 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 material uncertainty in
relation to the going concern status of the group.
Nuformix is a pharmaceutical development company that has
undertaken significant research into targeting the pharmaceutical
product gap needs in fibrosis and oncology via drug repurposing. In
order to complete this work, the company will need to expend
significant, and currently unquantifiable, amounts that will be in
excess of the cash held at the balance sheet date of GBP203k (2022:
GBP464k).
Given the stage in the business life cycle the Group is
incurring significant losses at present, totalling to GBP859k in
the 18-month period ended 30 September 2023 (2022: year ended loss
of GBP1,109k) resulting in the group's accumulated losses at the
balance sheet date of GBP8,209k (2022: accumulated losses of
GBP7,350k). These losses are attributable to the ongoing drug
research programme which is yet to reach commercial production
stage where revenue could potentially be generated. The Group is
therefore not in a position to self-finance and will require
additional external funding which, at the date of this audit
report, is unknown in quantum and not secured. Additionally, the
ultimate likelihood of the development work being undertaken
resulting in an effective product that is commercially viable is
also unknown at this stage.
As a result of the material uncertainty with respect to going
concern, we have completed the following audit work as part of our
evaluation of going concern:
-- Overheads and debt costs assumptions - we considered
projected overheads for the 2023/24 and 2024/25 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 non-executive directors have elected not
to take payment of their salaries until such time as the business
holds sufficient funds to enable them to do so.
-- Credit / cash control management assumptions - we identified
within the forecasting the most significant cash inflows and
ensured that the valuation and timing of these were reasonable.
-- We performed sensitivity analysis to assess the level of
working capital headroom should key assumptions be less favourable
than assumed in management's model.
-- We considered post year end performance data available,
including the group's future commitments, to gain additional
assurance over the effectiveness of management's plans to ensure
the Company and Group remain a going concern.
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 budgeting strategy over the next 12 months.. This
included gaining assurance over the adequacy of working capital
available in order to settle external liabilities as they fall due.
With respect to further funding of development we have reviewed the
director's assessment that they can raise the funding required in
the near-term through future share capital raises.
However, whilst we have evaluated future cash inflows as
reasonable for meeting current working capital needs, there is
significant uncertainty surrounding the ultimate quantum and timing
of funding required to reach the production stage and indeed the
likelihood this stage will ever be reached. Should all or part of
this funding not be received or one or both of their core projects
NXP002 and NXP004 not succeed the valuation of the group's goodwill
GBP4,023,484 (2022: GBP4,023,484), the parent company's valuation
of the subsidiary investment GBP4,023,484 (2022: GBP4,023,484), the
group's carrying value of other intangible assets GBP57,793 (2022:
GBP126,927) and ultimately the going concern assessment of the
Group would be adversely affected.
Management will continue to reduce non-essential costs in the
2024 financial period and has signed an agreement to sell the
ownership of the NXP001 patent estate, which allows them to focus
on NXP002 and NXP004. As part of this agreement two milestone
payments have been achieved and received in the bank since the year
end. However, there are further larger milestone payments due,
which are unlikely to be received into the bank in the foreseeable
future.
The above indicates that a significant material uncertainty
exists with respect to going concern. However, as we have obtained
sufficient assurance over the availability of financial resources
to settle liabilities as they fall due over a period of at least
the next 12 months, 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
of 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.
Group revenue Group profit/(loss) Group net assets
before tax
Full statutory
audit (Kreston
Reeves) 100% 100% 100%
-------------- -------------------- -----------------
Limited procedures 0 0 0
-------------- -------------------- -----------------
Totals at 30 September
2023: 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 below table summarises for
the parent company and its subsidiaries, the level of assurance
gained:
Group component Level of assurance
Nuformix PLC Full statutory audit (Kreston Reeves
LLP)
-------------------------------------
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.
Impairment of goodwill / Valuation
of investment:
Significance and nature of
key risk
How our audit addressed the
key risk
The Group has significant goodwill
generated from an investment During the course of the audit,
in subsidiary of GBP4,023,484. we undertook the following key
In addition, the parent company procedures:
holds an equal investment value
of GBP4,023,484 on it's company * assessing the appropriateness of the VIU calculations
balance sheet relating to the used by the management to estimate recoverable amount
same subsidiary. of CGU;
We identified there was a risk
in relation to the impairment
on the goodwill / investment * reconciling key input data applied in the VIU
held with regards to the trading calculations to reliable supporting evidence; and
subsidiary.
Management's assessment of
the recoverable amount of investment * challenging the reasonableness of key assumptions
in a subsidiary requires estimation based on our knowledge and understanding of the
and judgement around assumptions business and industry.
used, including the cash flows
to be generated from the continuing
operations of the subsidiary. * Reviewed management's plan of future operating
Changes to assumptions could cashflows of the subsidiary; and
lead to material changes in
the estimated recoverable amount,
impacting the value of investment * obtaining evidence of the commercial and technical
in the subsidiary and impairment feasibility of the patents owned by the subsidiary.
charges.
For the purpose of assessing
impairment on goodwill arising
from business combination, There were also other procedures
goodwill is allocated to a which are not deemed to be key
single cash generating units and have therefore not been listed
('CGU') and the recoverable above.
amount of the CGU was determined
with reference to value-in-use Based on the audit work performed,
(the 'VIU') calculations using we are satisfied with management's
cash flow projections. In carrying valuation of goodwill and investment
out the impairment assessment, as featured within these financial
significant management judgement statements.
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.
-------------------------------------------------------------------
Key observations communicated to the Audit & Risk Committee
We have no significant concerns over the material accuracy
of valuation / impairment of investment values recognised
in the financial statements.
Our application of materiality
Group financial statements Parent company financial
statements
Overall Materiality GBP98,100 GBP95,300
---------------------------- -------------------------
How we determined it 2% of Group gross 2% of Company gross
assets assets
---------------------------- -------------------------
Rationale for benchmark The group is focused The parent company
on the development is principally holding
of its Intellectual subsidiary investment.
Property (IP) and The users of the
the assets held in financial statements
order to finance will be most concerned
the continuing development with the value of
of this IP. As such, investment. As such,
the most appropriate the most appropriate
basis for the group basis for the parent
financial statements company materiality
is gross assets. is gross assets.
---------------------------- -------------------------
We reported all audit differences found in excess of our
triviality threshold of GBP4,900 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 pages 29 and 30), 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 safet y, anti-bribery and em plo y ment law. We considered the
extent to which non-compliance m ight have a material effect on the
financial statements.
W e also considered those laws and regulations that have a
direct i mpact 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; and
-- Assessment of identified fraud risk factors; and
-- Challenging assumptions and judgements made by management in
its significant accounting estimates; and
-- Performing integrity testing to verify the legitimacy of
banking records obtained from management; and
-- Performing analytical procedures to identify any unusual or
unexpected relationships, including related party transactions,
that may indicate risks of material misstatement due to fraud;
and
-- 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; and
-- 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; and
-- 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: 2 January 2024
Consolidated Statement of Comprehensive Income
for the Period Ended 30 September 2023
Note Period ended Year ended
30 September 31 March
2023 2022
GBP GBP
============== ============
Revenue 3 - 50,000
Cost of sales - (1,695)
============== ============
Gross pro t - 48,305
Administrative expenses (927,972) (1,318,577)
Operating loss 4 (927,972) (1,270,272)
Loss before tax (927,972) (1,270,272)
Income tax credit 8 68,505 161,279
============== ============
Loss for the year and total comprehensive
loss for the year (859,467) (1,108,993)
============== ============
Loss per share - basic and diluted 9 (0.12)p (0.19)p
The above results were derived from continuing
operations.
The accompanying notes to the nancial statements form an
integral part of the nancial statements.
Consolidated Statement of Financial Position
As at 30 September 2023
Registration number: 09632100
30 September 31 March
Note 2023 2022
GBP GBP
------------- ------------
Assets
Non-current assets
Property, plant and equipment 10 - 438
Intangible assets 11 4,081,277 4,150,411
------------- ------------
4,081,277 4,150,849
Current assets
Trade and other receivables 12 66,857 199,600
Income tax asset 67,342 161,279
Cash and cash equivalents 13 202,548 464,095
------------- ------------
336,747 824,974
------------- ------------
Total assets 4,418,024 4,975,823
Equity and liabilities
Equity
Share capital 14 744,309 615,609
Share premium 6,656,802 6,500,817
Merger relief reserve 10,950,000 10,950,000
Reverse acquisition reserve (8,005,195) (8,005,195)
Share option reserve 2,058,518 2,026,664
Retained earnings (8,209,400) (7,349,933)
------------- ------------
Total equity 4,195,034 4,737,962
Current liabilities
Trade and other payables 17 222,990 237,861
222,990 237,861
------------- ------------
Total equity and liabilities 4,418,024 4,975,823
------------- ------------
These nancial statements were approved by the board on 2 January
2024 and signed on its behalf by:
Madeleine Kennedy
Director
The accompanying notes to the nancial statements form an
integral part of the nancial statements.
Consolidated Statement of Changes in Equity
for the Period Ended 30 September 2023
Reverse
Merger acquisition Share option Retained
Share premium relief reserve reserve earnings Total
Share capital GBP reserve GBP GBP GBP GBP
GBP GBP
--------------- -------------- --------------- -------------- ------------ -------------- ----------- ---------
At 1 April 2022 615,609 6,500,817 10,950,000 (8,005,195) 2,026,664 (7,349,933) 4,737,962
Loss for the
year 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
--------------- -------------- --------------- -------------- ------------ -------------- ----------- ---------
At 30 September
2023 744,309 6,656,802 10,950,000 (8,005,195) 2,058,518 (8,209,400) 4,195,034
-------------- --------------- -------------- ------------ -------------- ----------- ---------
Reverse
Merger acquisition Share option Retained
Share capital Share premium relief reserve reserve earnings Total
GBP GBP reserve GBP GBP GBP GBP
GBP
-------------- -------------- -------------- ------------- ------------- -------------- ----------- -----------
At 1 April
2021 591,609 6,384,835 10,950,000 (8,005,195) 2,005,952 (6,240,940) 5,686,261
Loss for the
year and
total
comprehensive
loss - - - - - (1,108,993) (1,108,993)
Issue of share
capital 24,000 145,982 - - - - 169,982
Share issue
costs - (30,000) - - - - (30,000)
Share and
warrant based
payment - - - - 20,712 - 20,712
-------------- -------------- -------------- ------------- ------------- -------------- ----------- -----------
At 31 March
2022 615,609 6,500,817 10,950,000 (8,005,195) 2,026,664 (7,349,933) 4,737,962
-------------- -------------- ------------- ------------- -------------- ----------- -----------
The accompanying notes to the nancial statements form an
integral part of the nancial statements.
Consolidated Statement of Cash Flows
for the Period Ended 30 September 2023
30 September 31 March
2023 2022
Note GBP GBP
Cash ows from operating activities
Loss for the year (859,467) (1,108,993)
Adjustments to cash ows from non-cash
items
Profit on Sale of intangibles (35,552) -
Depreciation and amortisation 10,11 55,124 36,976
Income tax credit 8 (68,505) (161,279)
Share and warrant based payment 31,854 20,712
------------- ------------
(876,546) (1,212,584)
Working capital adjustments
(Increase)/Decrease in trade and
other receivables 12 132,743 (167,340)
(Decrease)/Increase in trade and
other payables 17 (14,870) (86,763)
------------- ------------
Cash consumed by operations (708,674) (1,466,687)
Income taxes received 162,442 121,020
------------- ------------
Net cash used in operating activities (546,232) (1,345,667)
Cash ows from investing activities
Proceeds from sale of intangibles 50,000 -
------------- ------------
Net cash from investing activities 50,000 -
Cash ows from nancing activities
Issue of shares (net of costs) 284,685 139,982
Net cash from nancing activities 284,685 139,982
------------- ------------
Net increase/(decrease) in cash and
cash equivalents (261,547) (1,205,685)
------------- ------------
Cash and cash equivalents at 1 April
2022 464,095 1,669,780
Cash and cash equivalents at 30 September
2023 202,548 464,095
------------- ------------
T he accompanying notes to the nancial statements form an
integral part of the nancial statements
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
1. General information
Nuformix plc ("the Company") and its subsidiary (together, "the
Group") operate in the eld 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 of ce 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 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 18 months of transactions in comparison to
the 12 months represented in the previous period by the
comparative.
2. Summary of Significant Accounting policies
Basis of preparation
Nuformix plc transitioned to UK-adopted International Accounting
Standards in its Group and Parent Company financial statements on 1
April 2021. This change constitutes a change in accounting
framework. However, there is no change on recognition, measurement
or disclosure in the financial year reported as a result of the
change in framework.
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 nancial 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 April 2022
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 Not earlier than 1 January
current or non-current 2024
IAS 1 Disclosure of accounting policies 1 January 2023
IAS 8 Accounting estimates 1 January 2023
IAS 12 Deferred tax related to assets 1 January 2023
and liabilities arising from a
single transaction
Supplier finance
IFRS 7 Leases on sale and leaseback 1 January 2024
IFRS 16 1 January 2024
IFRS 17 Insurance contracts 1 January 2023
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 nancial 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
cash ow forecasts covering the period ending 31 December 2024 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, when in twelve - eighteen months' time a thorough review
of funding will be required. However, these scenarios have already
been considered and will continue to be closely monitored by the
Directors. The nancial 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 have elected 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 nancial
statements.
Critical Accounting Estimates and Judgements
The preparation of these nancial 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 nancial 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, using a NPV calculation
assuming a 20% discount rate.
ii) Share options
The Group's 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 period to 30 September 2023 was GBP31,854.
iii) Basis of consolidation
The Group's financial statements consolidate those of the parent
company and its subsidiary as of 30 September 2023. Its subsidiary
has a reporting date of 30 September.
All transactions and balances between Group companies are
eliminated on consolidation, including unrealised gains and losses
on transactions between Group companies. Where unrealised losses on
intra-group asset sales are reversed on consolidation, the
underlying asset is also tested for impairment from a Group
perspective. Amounts reported in the financial statements of its
subsidiary have been adjusted where necessary to ensure consistency
with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries
acquired or disposed of during the year are recognised from the
effective date of acquisition, or up to the effective date of
disposal, as applicable.
iv) Business combinations
The Group applies the acquisition method in accounting for
business combinations. The consideration transferred by the Group
to obtain control of a subsidiary is calculated as the sum of the
acquisition-date fair values of assets transferred, liabilities
incurred and the equity interests issued by the Group, which
includes the fair value of any asset or liability arising from a
contingent consideration arrangement. Acquisition costs are
expensed as incurred. Assets acquired and liabilities assumed are
generally measured at their acquisition-date fair values.
v) 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 bene ts will ow to the entity; and,
-- speci c 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 period.
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 period. Taxable pro t
differs from net pro t 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
nancial 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 identi able 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 bene t 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
insigni cant 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.
De ned contribution pension obligation
A de ned contribution plan is a pension plan under which xed
contributions are paid into a separate entity and has no legal or
constructive obligations to pay further contributions if the fund
does not hold suf cient assets to pay all employees the bene ts
relating to employee service in the current and prior years.
For de ned 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 bene t 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 17.
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 pro t 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 pro t 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 period.
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 pro t or loss.
3. Revenue
The analysis of the Group's revenue for the year from continuing
operations is as follows:
30 Sep 31 March
2023 2022
GBP GBP
=============== ====== ========
Licensing Fees - 50,000
=============== ====== ========
- 50,000
====== ========
4. Operating loss
Arrived at after charging
30 Sep 31 March
2023 2022
GBP GBP
=================================================== ================ ========
Depreciation expense 438 519
Amortisation expense 54,686 36,457
Profit on disposal of intangible xed assets 35,552 -
Research and development expenditure 245,101 572,921
Share option and warrant charge 31,854 20,712
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:
30 Sep 31 March
2023 2022
GBP GBP
======================================================= ========= ========
Wages and salaries 141,833 197,983
Social security costs 7,112 18,533
Pension costs, de ned contribution scheme - 1,721
========= ========
148,945 218,237
========= ========
The average number of persons employed by the Group (including
directors) during the year and analysed by category was as
follows:
30 Sep 31 March
2023 2022
No. No.
------ --------
Research and development 1 3
Non-executive directors 2 2
------ --------
Total 3 5
6. Directors' remuneration
The Directors' remuneration for the year was as follows:
30 Sep 31 March
2023 2022
GBP GBP
=========================== ======= ========
Remuneration 141,833 197,983
Share based payment charge 19,474 3,895
------- --------
161,307 201,878
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 bene ts was as follows:
30 Sep 31 March
2023 2022
No. No.
============================================== =========================== ===================
Accruing bene ts under money purchase pension
scheme - 2
Details of the total remuneration paid for the services of the
directors are set out on pages 23 to 27 in the Remuneration Report
section of the Annual Report.
In respect of the highest paid director:
30 Sep 31 March
2023 2022
GBP GBP
============= =========================== ===================
Remuneration 44,500 72,143
7. Auditors' remuneration
30 Sep 31 March
2023 2022
GBP GBP
Audit of the nancial statements - Group 37,000 34,000
Audit of the nancial statements - Subsidiary 18,000 19,000
8. Income tax
Tax (credited) in the income statement
30 Sep 31 March
2023 2022
GBP GBP
Current taxation
UK corporation tax (67,342) (161,279)
Adjustment in respect of prior years (1,163) -
-------------- ---------
(68,505) (161,279)
The tax on loss before tax for the period is higher than (2022:
lower than) the standard rate of corporation tax
in the UK of 25% (2022: 19%).
The differences are reconciled below:
30 Sep 31 Mar
2023 2022
GBP GBP
================================================== ========= ===========
Loss before tax (927,972) (1,270,272)
========= ===========
Corporation tax at standard rate 19% (176,315) (241,352)
Excess of depreciation over capital allowances 3,611 6,932
Expenses not deductible 45 3,935
Tax losses for which no deferred tax asset
was recognised 135,025 138,601
Adjustment in respect of research and development
tax credit (29,708) (69,396)
Adjustment in respect of prior years (1,163) -
========= ===========
Total tax credit (68,505) (161,279)
========= ===========
No deferred tax asset has been recognised as the Directors
cannot be certain that future pro ts will be suf cient for this
asset to be realised. As at 30 September 2023 the Group has tax
losses carried forward of approximately GBP5,535,000 (2022:
GBP4,853,000).
8. Income Tax (cont.)
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 will rise to 25% for companies with profits over
GBP250,000. For companies with profits of GBP50,000 or less, they
will pay corporation tax at the small profits rate of 19%. Where a
company's profits fall between GBP50,000 and GBP250,000, they will
pay corporation tax at the main rate reduced by marginal relief.
The upper and lower limits will be 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 period. 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 nancial instruments.
30 Sep 31 March
2023 2022
GBP GBP
----------- -----------
Loss after tax (859,467) (1,108,993)
Weighted average number of shares - basic
and diluted 719,462,470 598,447,724
Basic and diluted loss per share (0.12)p (0.19)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
GBP GBP
------------------------ =========== =======
Cost
At 1 April 2022 1,561 1,561
Disposals (1,561) (1,561)
=========== =======
At 30 September 2023 - -
=========== =======
Depreciation
At 1 April 2022 1,123 1,123
Charge for the year 438 438
Eliminated on disposal (1,561) (1,561)
=========== =======
At 30 September 2023 - -
=========== =======
Carrying amount
At 30 September 2023 - -
=========== =======
At 31 March 2022 438 438
=========== =======
11. Intangible assets
Goodwill Patents Total
GBP GBP GBP
====================== ========= ======== =========
Cost
At 1 April 2022 4,023,484 364,576 4,388,060
Additions - - -
Disposals - (72,915) (72,915)
========= ======== =========
At 30 September 2023 4,023,484 291,661 4,315,145
========= ======== =========
Amortisation
At 1 April 2022 - 237,649 237,649
Amortisation charge - 54,686 54,686
On disposals - (58,467) (58,467)
========= ======== =========
At 30 September 2023 - 233,868 233,868
========= ======== =========
Net book value
At 30 September 2023 4,023,484 57,793 4,081,277
========= ======== =========
At 31 March 2022 4,023,484 126,927 4,150,411
========= ======== =========
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 2023, the Group assessed the recoverable
amount of the CGU with reference to a value-in-use calculation
based on cash flow projection of the subsidiary. The calculations
use cash flow projection based on financial budgets approved by the
Directors covering a 30-year period with a discount rate of 20%
assumed. The recoverable amount of the CGU based on the
value-in-use calculation exceeded its carrying amount. The
Directors also assessed the market capitalisation of the Group with
reference to the share price of the Company and supported the view
that goodwill is not impaired.
12. Trade and other receivables
30 Sep 31 March
2023 2022
GBP GBP
================================== ====== ========
Prepayments 17,919 27,941
Other receivables 48,938 171,659
====== ========
66,857 199,600
====== ========
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 31 March
2023 2022
GBP GBP
============================== ============================================== =========
Cash at bank 202,548 464,095
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
31 Sep 31 March
2023 2022
===================== ======= ======================== =======
No. GBP No. GBP
============================ ===================== ======= ======================== =======
Ordinary shares of GBP0.001
each 744,309,368 744,309 615,609,368 615,609
No.
============================================================ ======================== =======
As at 1 April 2022 615,609,368
Placement of new shares on the stock market 128,700,000
========================
As at 30 September 2023 744,309,368
========================
On 11 April 2022 and 21 April 2023, the company completed
capital increases through the issue of 128,700,000 shares of
GBP0.001 each in share placements, with an overall share premium of
GBP160,285.
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 following share-based payments were made in the year to 30
September 2023:
On 31 January 2022, the directors, A. Riddell, J. Gilbert and M.
Kennedy were granted warrants to subscribe for 3,000,000 new
Ordinary shares of GBP0.001 at an exercise price of 1 .45p each.
The warrants are exercisable up until November 2024. The fair value
of the warrants was determined using the Black-Scholes option
pricing model at 1.45p per warrant.
The fair value of the options and warrants issued in 2022 were
determined using the Black-Scholes option pricing model, where
appropriate, and had a weighted average of 2.46p per option (2022:
2.46p).
The signi cant inputs into the model in respect of the options
and warrants granted in the periods ended 31 March 2022 and 30
September 2023 were as follows:
2023 2022
Existing director warrants Existing
director
warrants
======================= ==================================================================== ===========
Grant date share price 1p 1.45-4.15p
Exercise price 1.45p 1.45-2.80p
No. of share options 9,000,000 13,746,943
Risk free rate 0.153% 0.153-0.44%
Expected volatility 97% 50-97%
Expected option life 3 years 1-5 years
The following table sets out details of the granted warrants and
options movements:
Warrant/ option Number Issued Lapsed Number Issued Lapsed Number Exercise Expiry
holder of in year in year of in period in peiod of price date
warrants warrants/ warrants/
/ options options options
at 31 at 31 at 30
March March September
2021 2022 2023
------------------ ----------- ---------- ------------ ----------- ----------- ------------- ----------- --------- -----------
Directors during
year
J Holland 36,860,000 - - 36,860,000 - (36,860,000) - 4-10p 16/10/2022
K Keegan 3,000,000 - (3,000,000) - - - - 6.75p 10/05/2021
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
A Riddell - 3,000,000 - 3,000,000 - - 3,000,000 1.45p 23/11/2024
------------------ ----------- ---------- ------------ ----------- ----------- ------------- ----------- --------- -----------
Previous
directors
D Gooding 36,860,000 - - 36,860,000 - (36,860,000) - 4-10p 16/10/2022
C Blackwell 3,000,000 - (3,000,000) - - - - 4p 10/05/2021
------------------ ----------- ---------- ------------ ----------- ----------- ------------- ----------- --------- -----------
Other
warrants/options
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 0.2p 17/04/2025
Alex Eberlin 586,229 - - 586,229 - - 586,229 4.691p 18/12/2023
------------------ ----------- ---------- ------------ ----------- ----------- ------------- ----------- --------- -----------
81,466,942 9,000,000 (6,000,000) 84,466,942 35,000,000 (73,720,000) 45,746,942
16. Pension and other schemes
De ned contribution pension scheme
The Group operates a de ned 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
period to 30 September 2023 (2022: GBP1,721).
No contributions were payable to the scheme at 30 September 2023
or 31 March 2022.
17. Trade and other payables
30 Sep 31 March
2023 2022
GBP
================================ ======= ========
Trade payables 69,774 12,351
Accrued expenses 152,043 218,202
Social security and other taxes 1,174 7,308
222,991 237,861
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.
18. Financial instruments
Credit risk
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.
Liquidity risk
The Group seeks to manage nancial risk, to ensure suf cient
liquidity is available to meet foreseeable needs.
An analysis of trade and other payables is given in note 17.
Capital risk management
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 bene ts 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 ef ciency, prevailing and projected pro
tability, projected operating cash ows, projected capital
expenditures and projected strategic investment opportunities.
Management regards total equity as capital and reserves, for
capital management purposes.
19. Related party transactions
All transactions with related parties are conducted on an arm's
length basis.
The remuneration of the key management personnel of the Group,
who are de ned as the directors, is set out in the directors'
remuneration report.
20. Ultimate controlling party
The directors do not consider there to be a single ultimate
controlling party.
21. Post Balance Sheet Events
The directors do not consider that any events after the balance
sheet event give rise to adjusting or non-adjusting events and
therefore no adjustments or disclosure are required.
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END
FR EAPFAESFLEFA
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