29 January 2025
Nuformix
plc
("Nuformix" or the "Company")
Annual Results for the
period ended 30 September 2024
Nuformix plc (LSE:NFX), a
pharmaceutical development company targeting unmet medical needs in
fibrosis and oncology via drug repurposing, announces its audited
results for the year ended 30 September 2024.
Non-Executive Directors' Statement
Introduction
The key priority for the Directors
is to focus on the Company's NXP002 lead programme to find a
business development partner to secure the financial future of the
Group. The Group operates a lean structure with the limited Board
and brings in specialist consultants, experts in their field, to
support the business as required.
Pipeline
Nuformix has a small pipeline of
preclinical assets in development to address the high unmet medical
need in fibrosis and oncology. We target solutions using our
expertise to develop and file patent applications on novel
crystalline forms of existing, marketed drugs, that have improved
physical properties, with the aim of developing novel products in
new indications to create attractive commercial opportunities.
Importantly, the commercial opportunity is optimised when the
repurposed product is differentiated from the original marketed
product by way of either dose, route of administration or
presentation.
Drug repurposing is a well-known
and successful strategy for enhancing the therapeutic and
commercial value of marketed drugs. Such development strategies
typically offer a greater probability of success compared to
developing newly discovered drugs. This is due to the existing data
that has been generated on the marketed drug, which can serve as an
evidence-base for safety and efficacy in envisaged novel products.
This existence of data may also result in lower overall development
costs, shorter development timelines and reduced risk in
development.
The Group's business model is to
take its assets through key value inflection points before
partnering or licensing its IP. We conduct R&D activities
through out-sourcing, to enable access to different types of
expertise that are needed for effective R&D and to minimise our
operational costs. The Group has a strong network of external
contractors, with whom we have had relationships over many
years.
NXP002 (novel proprietary form of tranilast) - Idiopathic
Pulmonary Fibrosis ("IPF")
NXP002 is the Group's lead asset
and a potential novel inhaled treatment for IPF, PPF and other
progressive fibrosing interstitial lung diseases ("ILD"). NXP002 is
a proprietary, new form of the drug tranilast with enhanced
physical properties that allow delivery direct to the lung via
nebulisation.
There are more than 200 types of
ILD, which are characterised by varied amounts of inflammation,
scarring, or both, that damage the lung's ability to absorb oxygen.
IPF is the most well-known form of ILD, affecting approximately
100,000 patients per year in the US. Progressive Pulmonary Fibrosis
("PPF"), previously referred to as Progressive Fibrosing ILD
(PF-ILD), is a larger and even more poorly served segment of the
ILD market, affecting approximately 200,000 patients per year in
the US.
IPF and PPF are devastating lung
diseases associated with a higher mortality rate than many cancers
with median survival of 3-5 years. Thus, IPF and PPF represent a
high unmet medical need such that the requirement for improved
treatment options represents what the Directors believe to be a
significant commercial opportunity. IPF is classified as a rare
disease and presents a global commercial market that is forecast to
grow to US$6.45bn by 2031. Sales of standard-of-care ("SoC")
therapies OFEV and Esbriet (now off patent) achieved US$3.5bn and
US$0.8bn respectively in 2022.
Tranilast has a long history of
safe use as an oral drug for asthma, keloids and hypertrophic
scarring, but while there is growing evidence that supports its
potential use in other fibrotic conditions, including IPF, a
combination of poor physicochemical properties, variable
pharmacokinetics and challenging pharmacodynamics following oral
delivery limit its potential use in ILDs. NXP002 is differentiated
as it is a patent protected, novel form of tranilast that has been
optimised for formulation and delivery direct to the lungs by
inhalation, potentially overcoming the issues using tranilast
orally as a chronic treatment for fibrosing ILDs.
NXP002 as a potential treatment
for IPF, is a likely candidate for Orphan Drug Designation, which
could provide additional product protection and exclusivities
against potential future competitors in addition to product
development advantages.
The inhalation route is a
well-known delivery strategy for the treatment of lung diseases to
yield greater efficacy and reduce systemic, off-target side-effects
compared to oral treatment. Discontinuation of treatment in IPF and
PPF patients is currently an issue in the treatment of these
diseases with discontinuation rates for current SoCs up to 80% in
certain patient groups due to, in part, their debilitating systemic
side effects. The Directors believe effective inhalation therapies
offer the potential to overcome these limitations of oral
therapies.
The positioning of NXP002 as an
inhaled treatment for IPF and PPF could be either as added to SoC
treatments or administered as a monotherapy for patients
non-responsive to SoCs and those declining these therapies due to
side effects which significantly impact their quality of
life.
The preclinical inhalation
strategy, initiated by the Company, has
significantly progressed NXP002 demonstrating:
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drug can be delivered in-vivo by a range of nebulisers at
the optimum droplet size for delivery to the deep lung;
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very high doses of drug appear to
be well-tolerated; and
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an in-vivo inhalation dose response was
observed across both inflammation and fibrosis biomarkers that is
consistent with all ex-vivo human IPF tissue studies to
date.
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The Company conducted
studies in a new iteration of a
3D human IPF lung tissue model, that has been advanced to
significantly reduce output variability, offering
greater disease and species relevance. The
results for NXP002 alone and in combination with current SoC's, can
be summarised as follows:
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NXP002 is well tolerated in
ex-vivo human lung tissue with no signs of toxicity
events;
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NXP002
alone delivers a strong, consistent anti-fibrotic and
anti-inflammatory effect as demonstrated by modulation of the
release of multiple biomarkers of fibrosis and
inflammation;
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both high and low concentrations
of NXP002 show an additive anti-fibrotic and anti-inflammatory
effect to SoC;
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in particular, the higher
concentrations of NXP002 with SoC's deliver a near complete
ablation of fibrosis biomarker release, yet at lower concentrations
than have been seen in other preclinical models to date;
and
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the clear, pronounced additive
benefit of NXP002 on top of SoCs observed suggests that NXP002 will
provide additional efficacy, even in patients responding to SoC
therapy.
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This raises the possibility that
NXP002 targets additional disease pathways to SoC's when increasing
the combined anti-fibrotic and anti-inflammatory response.
Following success in suppressing biomarkers of fibrotic disease
progression in human IPF lung tissue, the same samples were
analysed to assess additional mechanistic and anti-inflammatory
benefits on top of SoC's and the results are summarised as
follows:
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NXP002 alone delivers a strong,
consistent anti-inflammatory effect as demonstrated by suppression
of the release of inflammatory cytokines by over 90% for all
cytokines studied; and
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the results further suggest that
NXP002 may provide additional efficacy in combination with SoC's,
even in patients not responding to SoC therapy alone.
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Nuformix has developed a Target
Product Profile ("TPP") that is consistent with twice daily
inhalation administration. To assess NXP002's duration of action in relation to the TTP,
the Company initiated work in an exploratory model using healthy
human lung tissue. The model also bridges the Company's successful
preclinical work across a variety of LPS-challenge studies.
The results are summarised as follows:
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NXP002 suppresses the release of
inflammatory cytokines by healthy human lung tissue following LPS
challenge; and
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a strong anti-inflammatory effect
remains at 12 hours post drug dosing demonstrated by continued
suppression of the release of inflammatory cytokines following LPS
challenge, confirming NXP002 has a suitable duration of action to
support its TTP of twice daily dosing.
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The Board continues to believe
NXP002 offers a potentially significant treatment of progressive
fibrosing ILDs, including IPF and PPF, and is focused on generating data and initiating and further
developing discussions with potential partners that may support its
efforts to secure a licencing or option agreement for NXP002.
As a consequence, the following activities are
being prioritised:
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make the submission for Orphan
Drug Designation for NXP002 in the treatment of idiopathic
pulmonary fibrosis and progressive pulmonary fibrosis;
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invest in maintenance and
prosecution of key NXP002 IP;
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work with industry experts and key
opinion leaders to create a clinical development strategy, cost and
timeline; and
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drive forward partnering
discussions with multiple parties with the aim of securing a
licencing or option agreement.
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NXP004 (novel forms of olaparib) - Oncology
The Group discovered novel forms
of olaparib, a drug currently marketed by AstraZeneca, as
Lynparza®. Lynparza® was approved for the treatment of adults with
advanced ovarian cancer and deleterious or suspected deleterious
germline BRCA mutation and has since secured similar approvals in
breast, pancreatic and prostate cancers. These approvals have
propelled Lynparza® sales to US$2.6bn in 2022 with industry
analysts forecasting annual sales of US$9.7bn by 2028.
Subsequently, further
preformulation and in-vitro studies allowed Nuformix to identify
lead cocrystals to be progressed for further development. Results
from in vitro dissolution studies demonstrated that the two lead
NXP004 cocrystals out-performed Lynparza®, both in terms of rate
and extent of dissolution and release of olaparib.
Enhancement of dissolution in the
currently marketed formulation of Lynparza® resulted in improved
bioavailability versus the initial marketed product. Therefore, the
Directors believe that NXP004 may offer potential to further
increase olaparib's bioavailability. In addition, the Directors
believe that the potential simplicity of NXP004-based formulations
may offer improvements in product cost-of-goods versus the
currently marketed product, which requires complex manufacturing
methods.
The Directors believe that these
attributes position NXP004 for applications in line-extensions for
the currently marketed product, or for possible development in
future first-to-generic product opportunities.
Currently however, NXP002 is the
Company's priority.
NXP001 (new form of aprepitant) - Oncology
NXP001 is a proprietary new form
of the drug aprepitant that is currently marketed as a product in
the oncology supportive care setting (chemotherapy induced nausea
and vomiting) initially exclusively licensed to Oxilio Limited
("Oxilio") for oncology indications. Oxilio has now acquired
ownership of Nuformix's NXP001 patent portfolio. Nuformix retained
rights to receive further development milestones and royalties
capped at £2 million per year under the terms of
acquisition.
Fundraising
Post-period end, on 4 November
2024 , the Company completed a placing
(the "Placing") of 440,000,000 new ordinary shares and
a subscription for 160,000,000 new ordinary shares to raise
gross proceeds of £300,000 at a price of 0.05
pence per share (the "Issue Price") (the "Fundraise"). The
Issue Price was below the 0.1 pence nominal value of the
existing ordinary shares therefore a share capital reorganisation
("Reorganisation") was conducted. The new shares represent 42% of
the enlarged share capital.
The Placing was arranged by CMC
Markets. The Company also issued 26,400,000 'broker' warrants
to CMC Markets, giving them the right to acquire such number of new
ordinary shares at an exercise price of 0.05 pence for a
period of two years from the date of admission, being 5 November
2024.
The net proceeds of the Fundraise
are being used by the Company primarily to drive forward partnering
discussions for its NXP002 programme, as well as to provide funding
for general corporate purposes.
Future fundraising will be
required in order to provide sufficient time to conclude business
development discussions in respect of NXP002.
Business Development
The Group is focused on generating
data and initiating or further developing discussions with
potential partners that may support its efforts to secure a
licensing or option agreement for NXP002, which is required to
provide longer-term financial stability for the Group.
Summary and Outlook
The strategy of the Group is to
optimise value from NXP002, its lead asset, while maintaining tight
control of costs. The proceeds from the post-period Fundraise have
enabled the Group to seek submission of an Orphan Drug Designation
for NXP002 and continue with business development activities as set
out above.
We would like to thank all
stakeholders and in particular our shareholders for their continued
support and we look forward to the remainder of the year and beyond
with confidence that significant value can be realised from our
portfolio of assets over time.
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Julian
Gilbert
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Madeleine
Kennedy
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Non-Executive
Chairman
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Non-Executive
Director
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28 January 2025
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28 January 2025
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Enquiries:
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Nuformix plc
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Dr Dan Gooding, Executive
Director
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Via IFC Advisory
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CMC Markets
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Douglas Crippen
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+44 (0) 20 3003 8632
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IFC Advisory Limited
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Tim Metcalfe
Zach Cohen
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+44 (0) 20 3934 6630
nuformix@investor-focus.co.uk
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About Nuformix
Nuformix is a pharmaceutical
development company targeting unmet medical needs in fibrosis and
oncology via drug repurposing. The Company aims to use its
expertise in discovering, developing and patenting novel drug
forms, with improved physical properties, to develop new products
in new indications that are, importantly, differentiated from the
original (by way of dosage, delivery route or presentation), thus
creating new and attractive commercial opportunities.
Nuformix has a pipeline of preclinical assets with potential for
significant value and early licensing opportunities.
Strategic Report
Review of the Business
A review of the period of these
accounts is given in the Non-Executive Directors' Statement on
pages 4 to 8.
Risks and uncertainties
The Group's risk management policy
is regularly reviewed and updated in line with the changing needs
of the business. Risk is inherent in all business. Set out below
are certain risk factors which could have an impact on the Group's
long-term performance and mitigating factors adopted to alleviate
these risks. This does not purport to be an exhaustive list of the
risks affecting the Group.
The primary risks identified by the
Board are:
Strategic risks
· Funding
the business
The biotechnology and
pharmaceutical industries are very competitive, with many major
players having substantial R&D departments with greater
resources and financial support. The Group aims to execute licensing
deals early in the development process in order to generate revenue
to support the business. The Group's lead asset is targeted towards
IPF, a disease area where there is good precedent for licensing
deals at early stages of development. Without licensing revenue,
reliance falls on raising funds from investors or potential M&A
opportunities. Failure to generate additional funding from these
sources, if required, would compromise the Group's ability to
achieve its strategic objectives as set out in the outlook on page
6.
There is a material uncertainty
around achieving an early licensing deal for NXP002 and raising
additional funds. However, it is the Directors' reasonable
expectation that the Group can achieve an out-licensing agreement
or further fundraising and therefore can state that it has adequate
resources to continue to operate as a going concern for at least
twelve months from the date of the approval of the accounts. In
forming this assessment, the Directors have prepared cashflow
forecasts covering the period ending 31 March 2026 that take into
account the likely run rate on overheads and research and
development expenditure and the prudent expectations of income from
out-licensing rights to its programmes or a fundraising.
· Feasibility of drug candidates
Pharmaceutical R&D is an
inherently risky activity and drug candidates can fail due to a
lack of efficacy, lack of potency, unsuitable pharmacokinetic
properties, unacceptable toxicology profile, poor stability of the
drug or formulation, poor performance of the drug product, or other
technical issues unforeseen at the time of candidate selection.
This is the main reason that conventional pharmaceutical R&D
takes many years and billions of dollars to progress a drug from
discovery through to an approved medicine. It is possible that the
drug candidates selected by the Group are found to be non- viable
for further development although the Group's model of repurposing
and working on known drugs allows us to mitigate this risk to a
certain extent.
· Failure
to generate and protect our IP
If our IP rights are not adequately
secured or defended against infringement, or conversely become
subject to infringement claims by others, commercial exploitation
could be completely inhibited. The Group constantly monitors its
patents and is prepared to defend them rigorously.
By virtue of conducting research
on known drugs, competitors may file patent applications on the
same drugs as the Group, and thus there is a risk of securing new
granted patents. There is a delay of up to 18 months in publishing
patent applications and thus it is not always known whether the
Group's inventions will be novel. This is mitigated through
knowledge and expertise in identifying new IP and promptly filing
patent applications.
· Unrealistic goals and timeframes
The Board has a duty to maintain a
realistic view of the chances of success of products, deals and
partnerships. Should this not be managed accurately and
appropriately, the Group and its Board and staff risk financial,
business and reputational damage, whilst its shareholders become
exposed to investment risk and uncertainty over the Group's
viability and status. The Board continually reviews expectations
and communications in the public domain to reduce the risk of
misalignment.
· Reliance on partners
To progress the development of a
drug candidate requires resources, financial and otherwise, that are
not necessarily available to the Group. The drug candidates that
the Group wishes to develop may be of interest to third parties
capable of providing these resources, so a partnership (e.g., a
co-development partnership) may provide mutual benefits and mitigate
risks for the Group. However, the specific strategic focus of a
partner may not align totally with the Group's objectives.
Maintaining a balance in a partnership is therefore a risk, such as
timing, cost sharing, development decisions. Currently the Group is
progressing two of its three pipeline assets without external
co-development partners and thus this risk is currently
minimised.
Operational risks
· Management, employees, consultants and contractors
With a fully virtual Group
operating model with a reliance on consultants and contractors, the
Group's ability to manage day to day tasks and its relationships
with its customers and suppliers could be undermined by failure to
recruit key personnel. The Group endeavours to offer attractive
remuneration and a positive working environment for all people
involved in its projects. The Board are incentivised as detailed in
the Directors' Remuneration Report.
· Business
development risks in terms of timing and success of deal
flow
The Group seeks to extract value
from its existing pipeline through early licensing deals once
sufficient data are generated, to provide revenue. Generation of
more robust data packages will lead to a greater probability of
successful licensing discussions.
· Adapting
to the external environment
The ability of the Group to
quickly adapt to external events such as a pandemic may impact the
delivery of our strategy. Our primary focus remains the safety of
our employees during any external event impacting the business. The
Group follows Government advice throughout any external event and
risks are also minimised by the Group's virtual business model,
allowing the Board to work remotely and effectively. Close liaison
with contractors ensures that Group projects are progressed
according to agreed timelines and costs.
Financial risk management
· Failure
to achieve strategic plans or meet targets or
expectations
The Group actively and regularly
reviews and manages its capital structure to ensure an optimal
capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and
capital efficiency, prevailing and projected profitability, projected
operating cash flows, projected capital expenditures and projected
strategic investment opportunities. Further detail on the Group's
risk management policies and procedures are set out in Note 18 of
the financial statements.
Financial Highlights
· Net
assets at year-end (12 months) of £715,571 (2023: £4,195,034) which
includes £20,210 cash at bank (2023: £202,548)
· The Group
delivered a loss on ordinary activities (after tax credit) for the
12 months of £3,641,487 (2023: loss of £859,467) and a loss per
share of 0.46p (2023: 0.12p). The reported loss is driven mainly by
costs related to the further development of pipeline assets and the
impairment of goodwill.
Future outlook
The Non-Executive Directors'
Statement on pages 4 to 8 gives information on the outlook of the
Group.
Performance
The following are the key
performance indicators ("KPIs") considered by the Board in
assessing the Group's performance against its objectives. These
KPIs are:
Financial KPIs
The Group is currently at a stage
where the Board considers availability of cash to fund the planned
R&D activities to be the primary KPI. At 30 September 2024 cash
balances totalled £20,210 (2023: £202,548). The Board will consider
introducing additional KPIs to monitor the Group's development as
they become relevant in the future.
· Meeting
financial targets:
The Group actively and regularly
reviews and manages its capital structure to ensure an optimal
capital structure, taking into consideration the future capital
requirements of the Group and capital efficiency, prevailing and
projected profitability, projected operating cash flows, projected
capital expenditures and projected strategic investment
opportunities. Further detail on the Group's risk management
policies and procedures are set out in Note 18 of the financial
statements.
· Revenue
from agreements:
During the period of these
accounts, activities are underway to progress an early licensing
deal, to provide revenue though none was received in the
period.
Non-Financial KPIs
· Progress
of Lead Programmes:
The Group strategy is to generate
revenue streams through applying and further developing its IP to
produce proprietary product opportunities for short-term
development and early out-licensing opportunities. Thus,
progression of its assets towards licensing is crucial to the
business. The Group's focus is on NXP002 and developing marketing
materials to best leverage existing data to progress out-licensing
discussions.
· Progression of Out-Licensed Programmes:
During the period, the Group
announced that it had achieved the second milestone according
to its updated NXP001 exclusive licensing agreement
with Oxilio Ltd ("Oxilio") and received the associated
payment.
· Progression of Patents and Intellectual Property:
NXP002: NXP002 is the
Company's lead asset and a potential novel inhaled treatment for
Idiopathic Pulmonary Fibrosis ("IPF"). The Group's focus has been,
and continues to be, investing in the maintenance and prosecution
of key NXP002 intellectual property and driving forward partnering
discussions with multiple parties with the aim of securing an
out-licence or option agreement for NXP002.
The Company holds multiple NXP002
patents with progression of its patents during the period
summarised as follows:
· NXP002 Substance of
Matter: Following a grant in the US,, the Japanese
and European Patent Offices formally issued grants of the
patent covering the Company's proprietary NXP002 drug form being
progressed by the Company as a potential novel IPF
treatment.
· NXP002 Method of
Use: The US PTO issued a grant of patent
application 17/365,490 on 14 June 2024, covering use of the
Company's proprietary drug forms in the treatment of various
diseases including fibrotic lung diseases.
· NXP002 Compositions for
Treatment: This patent is in national filing stages and
proceeding through examination.
During the period, appropriate
respiratory disease conferences were attended to confirm the likely
interest and positioning of NXP002 with potential licensing
partners. As a consequence, discussions with potential partners
have been initiated and are ongoing.
NXP004: While NXP004 is not
currently a priority for the Company, we continue to invest in and
develop its intellectual property. On 14 June
2024 the US Patent and Trademark Office ("PTO")
granted the Company patent number 12012386 covering the lead
cocrystals under development, representing the first granted patent
in this second NXP004 cocrystal series.
Section 172
The Board considers the interests
of the Group's employees and other stakeholders, including the
impact of its activities on the community, environment and the
Group's reputation, when making decisions. The Board ensures that
its decisions offer the best chance to promote the success of the
Group as a whole and consider the likely and long-term consequences
for all stakeholders, particularly (though not exclusively)
considering the following:
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How the views and interests of all
stakeholders were represented in the boardroom during the period of
these accounts. Open and honest discussion at Board level considers
the impact on the Group's stakeholders when reviewing items flowing
to the Board as part of its activities, whether this is reviewing
strategy, budget or a business development opportunity.
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Given the size and stage of
development of the Group, the Board has not formally adopted a
mechanism to obtain stakeholder feedback. However, the Group's
Directors can be contacted at 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.
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The Group's strategy and business
model detailed in the Non-Executive Directors' Statement, on pages
4 to 8.
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How the Group manages risks, on
pages 9 to 14.
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Corporate governance including how
governance supported the delivery of our strategic objectives in
this period.
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Carbon Reporting
The Group has opted not to include
any Streamlined Energy and Carbon Reporting (SECR) within this
report as it does not meet the Large Company threshold or energy
consumption threshold requiring additional reporting.
The Strategic Report was approved
by the Board on 28 January 2025 and signed on its behalf
by:
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Julian
Gilbert
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Madeleine
Kennedy
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Non-Executive
Chairman
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Non-Executive
Director
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28 January 2025
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28 January 2025
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Independent Auditor's Report
To the Shareholders of Nuformix plc
For the period ended 30 September
2024
Opinion
We have audited the financial
statements of Nuformix PLC (the 'parent company') and its
subsidiary (the 'Group') for the year ended 30 September 2024 which
comprise the consolidated income statement, consolidated statement
of comprehensive income, consolidated and company statements of
financial position, consolidated and company statements of changes
in equity, consolidated and company statements of cashflow and
notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the United Kingdom in accordance with the provisions of the
Companies Act 2006.
In our opinion, the financial
statements:
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give a true and fair view of the
state of the Group's and of the parent company's affairs as at 30
September 2024 and of the Group's loss for the year then
ended;
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have been properly prepared in
accordance with IFRSs adopted by the United Kingdom;
and
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have been prepared in accordance
with the requirements of the Companies Act 2006.
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Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities
for the audit of the financial statements section of our report. We
are independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty relating to going
concern
We draw attention to note 2 in the
financial statements, which indicates that there is a significant
threat to the going concern status of the group.
Nuformix is a pharmaceutical
development group that has undertaken significant research into
targeting the pharmaceutical product gap needs in fibrosis and
oncology via drug repurposing. In order to continue this work long
term, the group will need to expend significantly, at a cost
currently unquantifiable. Cash held at the balance sheet date
of £20k (2023: £203k) is therefore not sufficient and poses a going
concern threat. Given that the Group is currently reliant on a
single product, NXP002, for its long-term future sustainable
financial success this financial position underscores the inherent
risk of having all resources concentrated in one area.
Given the stage in the business
life cycle, the group is incurring significant losses at present.
The loss was £506k before a goodwill impairment of £3,141k,
resulting in a total loss of £3,641k for the year ended 30
September 2024 (2023: 18-month period ended loss of £859k). This
has led to the Group's accumulated losses at the balance sheet date
of £9,844k (2023: accumulated losses of £6,211k). These losses are
attributable to the day-to-day running of the business and the
ongoing drug research program which is yet to reach commercial
production stage where revenue could potentially be
generated.
Whilst the group successfully
secured an additional £300k through fundraising in November 2024,
this will not be sufficient to secure 12 months of operational
activity.
As a result of the significant
threat to going concern, we have completed the following audit work
as part of our evaluation of going concern:
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Overheads and debt costs
assumptions - we considered projected overheads for the 2024/25 and
2025/26 periods to ensure that these were reasonable after
considering both the current and expected future profile of the
business moving forward. As part of this future profiling, the
directors have elected not to take payment of their salaries until
such time as the business holds sufficient funds to do
so.
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Credit / cash control management
assumptions - we identified within the forecasting the most
significant cash inflows, primarily from the new share capital
issue, and ensured that the valuation and timing of these inflows
were reasonable.
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|
We performed sensitivity analysis
to assess the level of working capital headroom should key
assumptions be less favourable than included in management's
model.
|
|
·
|
We considered post year end
performance data available, including the group's future
commitments, to gain additional assurance over the effectiveness of
management's intention to remain as a going concern.
|
Based on the work we have
performed we have gained sufficient assurance in order to rely on
management's forecasting in forming our assessment. We have also
gained assurance over the credibility of management's ambitions
over the next 12 months, which drives the sustainability of
Nuformix. We have further confirmed the adequacy of working capital
available in order to settle external liabilities as they fall due
and where this is not available, we have reviewed the directors'
assessment that they can raise the funding required through future
share capital raises.
However, whilst we have evaluated
future cash inflows as reasonable, there are significant levels of
uncertainty surrounding both their valuation and timing, and at the
dates of the audit report, future funding has not been secured. The
group is currently focusing solely on licensing its lead asset
NXP002. Should this not be completed, Nuformix could incur
detrimental effects on the valuation of the group's goodwill
(£882,784; 2023: £4,023,484), the parent company's valuation of
subsidiary investment (£882,784; 2023: £4,023,484), the group's
carrying valuation of other intangible assets (£28,627; 2023:
£57,793), and ultimately the going concern assessment of the Group,
as without a commercial agreement in respect of NXP002, the group
will not be a going concern, and these balances will be worth
nil.
Management will continue to reduce
non-essential costs in the 2025 financial period wherever possible,
including the directors not drawing salaries from March 2025, and
direct all their focus on NXP002 with a view to obtaining a
partnership contract to achieved sustained revenue income. The
previous NXP001 sale contract includes some deferred considerations
which are dependent on specific milestones being achieved - their
successes are currently unknown and therefore cannot be relied upon
for going concern purposes.
Therefore, the above uncertainties
indicate that a significant threat to the business exists which
leads to our assessment that there is material uncertainty that may
cast significant doubt on the Group's and the company's ability to
continue as a going concern. Our opinion is not modified in respect
of this matter.
An overview of the scope of our audit
As part of designing our audit, we
determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we looked
at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently
uncertain. As in all our audits we also addressed the risk of
management override of internal controls, including evaluating
whether there was evidence of bias by the directors that
represented a risk of material misstatement due to
fraud.
|
|
Group
revenue
|
Group profit/(loss) before
tax
|
Group net
assets
|
|
Full statutory audit (Kreston Reeves)
|
100%
|
100%
|
100%
|
|
Limited procedures
|
0
|
0
|
0
|
|
Totals at 30 September 2024:
|
100%
|
100%
|
100%
|
We tailored the scope of our audit to ensure that we performed
sufficient work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Group and the parent company, the accounting processes and
controls, and the industry in which they operate.
Our scoping considerations for the
Group audit were based both on financial information and risk. As
noted above, limited assurance audit work - which is to say the
audit of balances and transactions material at a group level - was
not utilised due to statutory audit requirements of all group
entities. The table below summarises for the parent company and its
subsidiaries, the level of assurance gained:
|
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 and is in addition to the going
concern key risk described above:
|
Impairment of goodwill / Valuation of
investment £882,784 (2023: £4,023,484)
|
|
Significance and nature of key risk
The Group held significant
goodwill generated from an investment in the subsidiary of
£4,023,484. In addition, the parent company held an equal
investment value of £4,023,484 on its company balance sheet
relating to the same subsidiary.
We identified there was a risk in
relation to the impairment on the goodwill / investment held with
regards to the trading subsidiary.
Management's assessment of the
recoverable amount of investment in a subsidiary requires
estimation and judgement around assumptions used, including the
cash flows to be generated from the continuing operations of the
subsidiary. Changes to assumptions could lead to material changes
in the estimated recoverable amount, impacting the value of
investment in the subsidiary and impairment charges.
For the purpose of assessing
impairment on goodwill arising from business combination, goodwill
is allocated to a single cash generating units ('CGU') and the
recoverable amount of the CGU was determined with reference to
value-in-use (the 'VIU') calculations using cash flow projections.
In carrying out the impairment assessment, significant management
judgement was used to determine the key assumptions underlying the
VIU calculations.
We have identified the above
matter as a key audit matter because goodwill is material to the
Group and the valuation of the investment is material to the parent
company. The estimation of recoverable amount of the CGU involved a
significant degree of management judgement and therefore was
subject to an inherent risk of error.
|
How our audit addressed the key risk
During the course of the audit, we
undertook the following key procedures:
·assessing the appropriateness of the VIU calculations used by
the management to estimate recoverable amount of CGU;
·reconciling key input data applied in the VIU calculations to
reliable supporting evidence; and
·challenging the reasonableness of key assumptions based on
our knowledge and understanding of the business and
industry.
·Reviewed
management's plan of future operating cashflows of the subsidiary;
and
·obtaining evidence of the commercial and technical
feasibility of the patents owned by the subsidiary.
There were also other procedures
which are not deemed to be key and have therefore not been listed
above.
Based on the audit work performed,
we were satisfied that the value of goodwill and investments should
be impaired by £3,140,700 during this financial period. The
remaining carrying value of £882,784 is deemed to be materially
accurate and justifiable valuation of the underlying business
activities.
|
|
Key observations communicated to the Audit & Risk
Committee
We have no significant concerns
over the material accuracy of the valuation / impairment of
investment values recognised in the financial
statements.
|
Our application of materiality
|
|
Group financial statements
|
Parent company financial statements
|
|
Overall Materiality
|
£34,000
(2023: £98,100)
|
£32,100
(2023: £95,300)
|
|
How we determined it
|
3.5% of Group gross assets
(2023: 2% of Group gross assets)
|
3.5% of Company gross assets
(2023: 2% of Company gross assets)
|
|
Rationale for benchmark
|
The group is focused on the
development of its Intellectual Property (IP) and the assets held
in order to finance the continuing development of this IP. As such,
the most appropriate basis for the group financial statements is
gross assets.
|
The parent company is principally
holding subsidiary investment. The users of the financial
statements will be most concerned with the value of investment. As
such, the most appropriate basis for the parent company materiality
is gross assets.
|
During our audit,
we initially set materiality at 2% of gross
assets (£82,100) and performance materiality at £61,600. After the
goodwill impairment, we reassessed and increased materiality to
3.5% of gross assets, reflecting the reduced risk, as described
above.
We reported all audit differences
found in excess of our triviality threshold of £300 to the
directors and the management board as well as misstatements below
those amounts that, in our view, warranted reporting for
qualitative reasons.
Other information
The directors are responsible for
the other information. The other information comprises the
information included in the annual report, other than the financial
statements and our auditor report thereon. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
In connection with our audit of
the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report
in this regard.
Opinions on other matters
prescribed by the Companies Act 2006
In our opinion, based on the work
undertaken in the course of the audit:
|
·
|
the information given in the
strategic report and the directors' report for the financial year
for which the financial statements are prepared is consistent with
the financial statements; and
|
|
·
|
the strategic report and the
directors' report have been prepared in accordance with applicable
legal requirements.
|
Matters on which we are required to report by
exception
In the light of our knowledge and
understanding of the Group and parent company and its environment
obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors'
report.
We have nothing to report in
respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our
opinion:
|
·
|
adequate accounting records have
not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us;
or
|
|
·
|
the parent company financial
statements are not in agreement with the accounting records and
returns; or
|
|
·
|
certain disclosures of directors'
remuneration specified by law are not made; or
|
|
·
|
we have not received all the
information and explanations we require for our audit
|
Responsibilities of directors
As explained more fully in the
directors' responsibilities statement (set out on page 28 and 29),
the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the financial
statements, the directors are responsible for assessing the Group's
and parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the Group or parent company or to cease
operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud,
are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud.
Based on our understanding
of the group and
industry, and through discussion
with the directors and other management (as required by auditing
standards), we identified that the
principal risks of non-compliance with laws
and regulations related to health and safety, anti-bribery and
employment law. We considered the extent to which non-compliance might have a material effect on the financial statements.
We also considered those laws and
regulations that have a direct impact on the preparation of the
financial statements such as the Companies Act 2006, taxation and
pension legislation. We communicated identified laws and
regulations throughout our team and remained alert to any
indications of non-compliance throughout the audit.
We evaluated management's incentives and
opportunities for fraudulent manipulation of the financial statements (including the
risk of override
of controls) and determined that the
principal risks were related to posting inappropriate journal entries
to increase revenue or reduce expenditure and management bias in accounting estimates and judgemental areas
of the
financial statements such as the valuation of intangible assets and investments. Audit procedures performed by the group engagement team
included:
|
·
|
Discussions with management and
assessment of known or suspected instances of non-compliance with
laws and regulations and fraud, and review of the reports made by
management;
|
|
·
|
Assessment of identified fraud
risk factors;
|
|
·
|
Challenging assumptions and
judgements made by management in its significant accounting
estimates;
|
|
·
|
Performing integrity testing to
verify the legitimacy of banking records obtained from
management;
|
|
·
|
Performing analytical procedures to identify any unusual or
unexpected relationships, including related party transactions,
that may indicate risks of material misstatement due to
fraud;
|
|
·
|
Confirmation of related parties
with management, and review of transactions throughout the period
to identify any previously undisclosed transactions with related
parties outside the normal course of business;
|
|
·
|
Performing analytical procedures
with automated data analytics tools to identify any unusual or
unexpected relationships, including related party transactions,
that may indicate risks of material misstatement due to
fraud;
|
|
·
|
Reading minutes of meetings of
those charged with governance, reviewing internal audit reports and
reviewing correspondence with relevant tax and regulatory
authorities; and
|
|
·
|
Review of significant and unusual
transactions and evaluation of the underlying financial rationale supporting the
transactions.
|
There are inherent limitations in
the audit procedures described above and the further removed
non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely
we would become aware of it. Also, the risk of not detecting
a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
As part of an audit in accordance
with ISAs (UK), we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
|
·
|
Identify and assess the risks of
material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override
of internal control.
|
|
·
|
Obtain an understanding of
internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the
Group's internal control.
|
|
·
|
Evaluate the appropriateness of
accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
|
|
·
|
Conclude on the appropriateness of
the directors' use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast
significant doubt on the Group's or the parent company's ability to
continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future events or
conditions may cause the Group or the parent company to cease to
continue as a going concern.
|
|
·
|
Evaluate the overall presentation,
structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair
presentation.
|
|
·
|
Obtain sufficient appropriate
audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on
the consolidated financial statements. We are responsible for the
direction, supervision and performance of the Group audit. We
remain solely responsible for our audit opinion.
|
·
|
We communicate with those charged
with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
|
Use of our Report
This report is made solely to the
company's members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the company's members those matters we are
required to state to them in an auditor report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
Anne Dwyer BSc(Hons) FCA (Senior
Statutory Auditor)
For and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
London
Date: 28 January 2025
Consolidated Statement of
Comprehensive Income
for the Year Ended 30 September
2024
|
|
Note
|
12 months
30
September
2024
£
|
18 months
30
September
2023
£
|
|
Revenue
|
3
|
-
|
-
|
|
Cost of sales
|
|
-
|
-
|
|
Gross profit
|
|
-
|
-
|
|
Administrative expenses
|
|
(506,353)
|
(927,972)
|
|
Impairment of goodwill
|
|
(3,140,700)
|
-
|
|
Operating loss
|
4
|
(3,647,053)
|
(927,972)
|
|
Loss before tax
|
|
(3,647,053)
|
(927,972)
|
|
Income tax credit
|
8
|
5,566
|
68,505
|
|
Loss for the year and total
comprehensive loss for the year
|
|
(3,641,487)
|
(859,467)
|
|
Loss per share - basic and
diluted
|
9
|
(0.46)p
|
(0.12)p
|
|
The above results were derived
from continuing operations.
|
|
|
|
The accompanying notes to the
financial statements form an integral part of the financial
statements.
Consolidated Statement of
Financial Position
As at 30 September 2024
|
Registration number:
09632100
|
|
|
|
Note
|
30
September
2024
£
|
30
September
2023
£
Restated
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
10
|
-
|
-
|
|
Intangible assets
|
11
|
911,411
|
4,081,277
|
|
|
|
911,411
|
4,081,277
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
12
|
33,351
|
66,857
|
|
Income tax asset
|
|
5,566
|
67,342
|
|
Cash and cash
equivalents
|
13
|
20,210
|
202,548
|
|
|
|
59,127
|
336,747
|
|
Total assets
|
|
970,538
|
4,418,024
|
|
Equity and liabilities
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
14
|
819,309
|
744,309
|
|
Share premium
|
|
6,731,347
|
6,656,802
|
|
Merger relief reserve
|
|
10,950,000
|
10,950,000
|
|
Reverse acquisition
reserve
|
|
(8,005,195)
|
(8,005,195)
|
|
Share option reserve
|
|
64,361
|
60,018
|
|
Retained earnings
|
|
(9,844,251)
|
(6,210,900)
|
|
Total equity
|
|
715,571
|
4,195,034
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
17
|
254,967
|
222,990
|
|
|
|
254,967
|
222,990
|
|
Total equity and liabilities
|
|
970,538
|
4,418,024
|
These financial statements were approved by the board on 28 January
2025 and signed on its behalf by:
Madeleine Kennedy
Director
The accompanying notes to the
financial statements form an integral part of the financial
statements.
Consolidated Statement of Cash
Flows
for the Year Ended 30 September
2024
|
|
Note
|
12 months
30
September
2024
£
|
18 months
30
September
2023
£
|
|
Cash flows used in operating activities
|
|
|
|
|
Loss for the year
|
|
(3,641,487)
|
(859,467)
|
|
Adjustments to cash flows from
non-cash items:
|
|
|
|
|
Profit on Sale of
intangibles
|
|
-
|
(35,552)
|
|
Amortisation
|
10,11
|
29.166
|
55,124
|
|
Impairment Charge
|
|
3,140,700
|
-
|
|
Income tax credit
|
8
|
(5,566)
|
(68,505)
|
|
Share and warrant based
payment
|
|
12,479
|
31,854
|
|
|
|
(464,708)
|
(876,546)
|
|
|
|
|
|
|
Decrease in trade and other
receivables
|
12
|
33,506
|
132,743
|
|
Increase/(Decrease) in trade and
other payables
|
17
|
31,977
|
(14,870)
|
|
Cash consumed by
operations
|
|
(399,225)
|
(708,674)
|
|
Income taxes received
|
|
67,342
|
162,442
|
|
Net cash used in operating
activities
|
|
(331,883)
|
(546,232)
|
|
Cash flows from investing activities
|
|
|
|
|
Proceeds from sale of
intangibles
|
|
-
|
50,000
|
|
Net cash from investing
activities
|
|
-
|
50,000
|
|
Cash flows from financing activities
|
|
|
|
|
Issue of shares (net of
costs)
|
|
149,545
|
284,685
|
|
Net cash from financing
activities
|
|
149,545
|
284,685
|
|
Net (decrease) in cash and cash
equivalents
|
|
(182,338)
|
(261,547)
|
|
Cash and cash equivalents at 1
October 2023
|
|
202,548
|
464,095
|
|
Cash and cash equivalents at 30
September 2024
|
|
20,210
|
202,548
|
The accompanying notes to the
financial statements form an integral part of the financial
statements.
Notes to the Consolidated Financial
Statements
for the Year Ended 30 September
2024
1.
General information
Nuformix plc (the "Company") and
its subsidiary (together, the "Group") operate in the field of
pharmaceutical development targeting unmet medical needs in
fibrosis and oncology via drug repurposing.
The Company is a public limited
company which is listed on the Standard List of the London Stock
Exchange, domiciled in the United Kingdom (the "UK") and
incorporated in England and Wales.
The address of its registered
office is 6th Floor, 60 Gracechurch Street, London, EC3V
0HR.
The company operates in a virtual
manner and as such does not have a principal place of
business.
The company extended its previous
accounting period from 31 March 2023 to 30 September 2023 to allow
sufficient time to appoint new auditors. Due to this change the
current year figures included in the statement of comprehensive
income, statement of cash flows and related notes represent 12
months of transactions in comparison to the 18 months represented
in the previous period by the comparative.
2. Summary of Significant Accounting
policies
Basis of preparation
These Group and Parent Company
financial statements were prepared in accordance with UK-adopted
International Accounting Standards and with the requirements of the
Companies Act 2006 as applicable to companies reporting under those
standards.
The financial statements of the
Group and Parent Company have been prepared on accrual basis and
under historical cost convention. The financial statements are
presented in Pounds Sterling which is the Group's functional and
presentational currency.
New Standards and Interpretations
No new standards, amendments or
interpretations, effective for the first time for the period
beginning on or after 1 January 2023 have had a material impact on
the Group.
Standards, amendments and
interpretations that are not yet effective and have not been early
adopted are as follows:
|
Standard
|
Impact on initial
application
|
Effective date
|
|
IAS 1
|
Classification of liabilities as
current or non-current
|
1 January 2024
|
|
IAS 1
|
Non-current Liabilities with
Covenants
|
1 January 2024
|
|
IFRS 7
IFRS 16
|
Supplier finance
agreements
Leases on sale and
leaseback
|
1 January 2024
1 January 2024
|
|
IAS 21
|
Lack of exchangeability
|
1 January 2025
|
The Directors are evaluating the
impact of the new and amended standards above. The Directors
believe that these new and amended standards are not expected to
have a material impact on the financial statements of the
Group
Going concern
The financial statements have been
prepared on the going concern basis of preparation which, inter
alia, is based on the Directors' reasonable expectation that the
Group and Parent Company has adequate resources to continue to
operate as a going concern for at least twelve months from the date
of approval of these financial statements. In forming this
assessment, the Directors have prepared cashflow forecasts covering
the period ending 31 March 2026 that take into account the likely
run rate on overheads and research and development expenditure and
the estimates of the possibilities of raising funds through issues
of equity and have considered alternative strategies should
projected income be delayed or fail to materialise.
The Group is not in a position for
self-financing and will require further funding which has not yet
been secured. Whilst the Directors understand the risks and
issues around raising further funds through an equity raise, this
will be carefully considered, as and when appropriate.
These circumstances indicate the
existence of an inherent material uncertainty which may cast a
significant doubt on the Group's and Parent Company's ability to
continue as a going concern. Future funding options have already
been considered and will continue to be progressed by the Directors
accordingly. The financial statements do not include any
adjustments that would result if the Company or Group was unable to
continue as a going concern.
The Directors have carried out a
thorough review of costs and are clear on the development work to
be completed. Discretionary costs have been carefully reviewed and
reduced where reasonable to do so while continuing to allow the
prudent running of the business. In addition, the non-executive
directors may elect not to take payment of their salaries until
such time as the business holds sufficient funds to enable them to
do so.
After careful consideration, the
Directors consider that they have reasonable grounds to believe
that the Group can be regarded as a going concern and for this
reason they continue to adopt the going concern basis in preparing
the Group's financial statements.
Critical Accounting Estimates and
Judgements
The preparation of these financial
statements under UK-adopted International Accounting Standards
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting year. These estimates and assumptions
are based upon management's knowledge and experience of the
amounts, events or actions. Actual results may differ from such
estimates.
The critical accounting estimates
are considered to relate to the following:
i) Intangible assets
The Group recognises intangible
assets in respect of goodwill arising on consolidation. This
recognition requires the use of estimates, judgements and
assumptions in determining whether the goodwill is impaired at each
year end, assessing its recoverable amount in accordance with
IAS36. Accounting estimates and judgements are required to
calculate the fair value less cost to sell and the value in use of
the asset, the latter using a NPV calculation assuming a 20%
discount rate.
ii) Share options
The Group fair values
equity-settled share-based payment transactions using the
Black-Scholes model. The use of the models involves judgements and
estimates including an assessment of whether the shares will vest.
Should actual future outcomes differ from these assessments the
amounts recognised on a straight-line basis would vary from those
currently recognised. The total charge in the year to 30 September
2024 was £12,479 (2023: £31,854)
iii) Revenue recognition
Revenue comprises the fair value
of the consideration received or receivable for the sale of goods
and provision of services in the ordinary course of the Group's
activities. Revenue is shown net of sales/value added tax, returns,
rebates and discounts and after eliminating sales within the
Group.
The Group recognises revenue
when:
· the
amount of revenue can be reliably measured;
· it is
probable that future economic benefits will flow to the entity;
and,
· specific
criteria have been met for each of the Group activities, such as
the demonstration of milestone achievements in research or
acceptance by both parties.
After applying the above criteria,
no revenue was recognised in the Income Statement in the
year.
Segmental information
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-makers. The chief operating
decision-makers, who are responsible for allocating resources and
assessing performance of the operating segments, has been
identified as the executive Board of Directors.
All operations and information are
reviewed together so that at present there is only one reportable
operating segment.
In the opinion of the Directors,
during the year the Group operated in the single business segment
of the research and development of pharmaceutical products using
technology developed by the Group.
Taxation
Taxation comprises current and
deferred tax. Current tax is based on taxable profit or loss for
the year. Taxable profit differs from net profit or loss as reported
in the income statement because it excludes items of income or
expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The
Group's current tax asset is calculated using tax rates that have
been enacted or substantively enacted at the balance sheet
date.
Deferred tax is recognised on
differences between the carrying amounts of assets and liabilities
in the financial information and the corresponding tax bases used
in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are
recognised for taxable temporary differences arising on investments
in subsidiaries and associates, and interests in joint ventures,
except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
The carrying amount of deferred
tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the
tax rates that are expected to apply in the period when the
liability is settled, or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to
items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity.
Deferred tax assets and
liabilities are offset when there is a legally enforceable right to
set off current tax assets against current tax liabilities and when
they relate to income taxes levied by the same taxation authority
and the Company intends to settle its current tax assets and
liabilities on a net basis.
Property, plant and equipment
Property, plant and equipment is
stated in the statement of financial position at cost, less any
subsequent accumulated depreciation and subsequent accumulated
impairment losses.
The cost of property, plant and
equipment includes directly attributable incremental costs incurred
in their acquisition and installation.
Depreciation
Depreciation is charged to write
off the cost of assets over their estimated useful lives, as
follows:
|
Asset class
|
Depreciation method and rate
|
|
Computer equipment
|
33.33% straight line
|
Goodwill and Intangible assets
Goodwill arising on the
acquisition of an entity represents the excess of the cost of
acquisition over the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the
entity recognised at the date of acquisition. Goodwill is initially
recognised as an asset at cost and is subsequently measured at cost
less any accumulated impairment losses. Goodwill is held in the
currency of the acquired entity and revalued to the closing rate at
each reporting year date.
Goodwill is not amortised, but it
is tested for impairment annually, or more frequently if events or
changes in circumstances indicate that it might be impaired and is
carried at cost less accumulated impairment losses. Gains and
losses on the disposal of an entity include the carrying amount of
goodwill relating to the entity sold.
Goodwill is allocated to
cash-generating units ("CGUs") for the purpose of impairment
testing. The allocation is made to those CGUs or groups of CGUs
that are expected to benefit from the business combination in which
the goodwill arose. The Group currently has only one
CGU.
Other intangible assets, including
customer relationships, licences, patents and trademarks, that are
acquired by the Group and have finite useful lives are measured at
cost less accumulated amortisation and any accumulated impairment
losses.
Amortisation is provided on the
Group's patents to write off the cost, less any estimated residual
value, over their expected useful economic life on a 10% straight
line basis.
Impairment testing of goodwill, other intangible assets and
property, plant and equipment
For impairment assessment
purposes, assets are grouped at the lowest levels for which there
are largely independent cash inflows (cash-generating units). As a
result, some assets are tested individually for impairment and some
are tested at cash-generating unit level. Goodwill is allocated to
those cash-generating units that are expected to benefit from
synergies of a related business combination and represent the
lowest level within the Group at which management monitors
goodwill.
Cash-generating units to which
goodwill has been allocated (determined by the Group's management
as equivalent to its operating segments) are tested for impairment
at least annually. All other individual assets or cash-generating
units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable.
An impairment loss is recognised
for the amount by which the asset's (or cash-generating unit's)
carrying amount exceeds its recoverable amount, which is the higher
of fair value less costs of disposal and value-in-use. To determine
the value-in-use, management estimates expected future cash flows
from each cash-generating unit and determines a suitable discount
rate in order to calculate the present value of those cash flows.
The data used for impairment testing procedures are directly linked
to the Group's latest approved budget, adjusted as necessary to
exclude the effects of future reorganisations and asset
enhancements. Discount factors are determined individually for each
cash-generating unit and reflect current market assessments of the
time value of money and asset-specific risk factors.
Impairment losses for
cash-generating units reduce first the carrying amount of any
goodwill allocated to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other assets in the
cash-generating unit.
Cash and cash equivalents
Cash and cash equivalents comprise
cash on hand and call deposits, and other short-term highly liquid
investments that are readily convertible to a known amount of cash
and are subject to an insignificant risk of changes in
value.
Financial instruments
IFRS 9 requires an entity to
address the classification, measurement and recognition of
financial assets and liabilities.
i) Classification
The Company classifies its
financial assets in the following measurement
categories:
· those
to be measured at amortised cost.
The classification depends on the
Company's business model for managing the financial assets and the
contractual terms of the cash flows.
The Company classifies financial
assets as at amortised cost only if both of the following criteria
are met:
· the
asset is held within a business model whose objective is to collect
contractual cash flows; and
· the
contractual terms give rise to cash flows that are solely payment
of principal and interest.
ii)
Recognition
Purchases and sales of financial
assets are recognised on trade date (that is, the date on which the
Company commits to purchase or sell the asset). Financial assets
are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the
Company has transferred substantially all the risks and rewards of
ownership.
iii)
Measurement
At initial recognition, the
Company measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss
(FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial
assets carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are
held for collection of contractual cash flows, where those cash
flows represent solely payments of principal and interest, are
measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest
rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other
gains/(losses) together with foreign exchange gains and losses.
Impairment losses are presented as a separate line item in the
statement of profit or loss.
iv)
Impairment
The Company assesses, on a
forward-looking basis, the expected credit losses associated with
any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant
increase in credit risk. For trade receivables, the Company applies
the simplified approach permitted by IFRS 9, which requires
expected lifetime losses to be recognised from initial recognition
of the receivables.
Financial liabilities
The Group's financial liabilities
include other payables.
Financial liabilities are
initially measured at fair value, and, where applicable, adjusted
for transaction costs unless the Group designated a financial
liability at fair value through profit or loss.
Subsequently, financial
liabilities are measured at amortised cost using the effective
interest method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently at fair value
with gains or losses recognised in profit or loss (other than
derivative financial instruments that are designated and effective
as hedging instruments).
All interest-related charges and,
if applicable, changes in an instrument's fair value that are
reported in profit or loss are included within finance costs or
finance income.
Equity
Equity comprises the
following:
· "Share
capital" represents the nominal value of equity shares.
· "Share
premium" represents the amount paid for equity shares over the
nominal value.
· "Reverse
acquisition reserve" arises due to the elimination of the Company's
investment in Nuformix Technologies Limited.
· "Merger
relief reserve" represents the share premium arising on issue of
shares in respect of the reverse acquisition takeover.
· "Share
option reserve" represents the fair value of options
issued.
· "Retained
earnings" represents retained earnings/losses.
Defined contribution pension obligation
A defined contribution plan is a
pension plan under which fixed contributions are paid into a
separate entity and has no legal or constructive obligations to pay
further contributions if the fund does not hold sufficient assets to
pay all employees the benefits relating to employee service in the
current and prior years.
For defined contribution plans
contributions are paid into publicly or privately administered
pension insurance plans on a mandatory or contractual basis. The
contributions are recognised as employee benefit expense when they
are due. If contribution payments exceed the contribution due for
service, the excess is recognised as an asset.
Share based payments
Equity-settled share-based
payments to employees and others providing similar services are
measured at the fair value of the equity instruments at the grant
date. The fair value excludes the effect of non-market-based
vesting conditions. Details regarding the determination of the fair
value of equity-settled share-based transactions are set out in
note 15.
The fair value determined at the
grant date of the equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the
Group's estimate of the number of equity instruments that will
eventually vest. At each reporting date, the Group revises its
estimate of the number of equity instruments expected to vest as a
result of the effect of non-market-based vesting conditions. The
impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to
reserves.
Equity‑settled share‑based payment transactions with
parties other than employees are measured at the fair value of the
goods or services received, except where that fair value cannot be
estimated reliably, in which case they are measured at the fair
value of the equity instruments granted, measured at the date the
entity obtains the goods or the counterparty renders the
service.
For cash‑settled share‑based payments, a liability is
recognised for the goods or services acquired, measured initially
at the fair value of the liability. At each reporting date until
the liability is settled, and at the date of settlement, the fair
value of the liability is remeasured, with any changes in fair
value recognised in profit or loss for the year.
Earnings per Ordinary Share
The Company presents basic and
diluted earnings per share data for its Ordinary Shares.
Basic earnings per Ordinary Share
is calculated by dividing the profit or loss attributable to
Shareholders by the weighted average number of Ordinary Shares
outstanding during the year.
Diluted earnings per Ordinary
Share is calculated by adjusting the earnings and number of
Ordinary Shares for the effects of dilutive potential Ordinary
Shares
Investment in subsidiaries
Investments in subsidiaries are
carried in the Company's balance sheet at cost less accumulated
impairment losses. On disposal of investments in subsidiaries the
difference between disposal proceeds and the carrying amounts of
the investments are recognised in profit or loss.
3.
Revenue
The analysis of the Group's revenue
for the year from continuing operations is as follows:
|
|
12 months
30 Sep
2024
£
|
18 months
30 Sep
2023
£
|
|
Licensing Fees
|
-
|
-
|
|
|
-
|
-
|
4.
Operating loss
|
Arrived at after
charging
|
|
|
|
12 months 30 Sep 2024
£
|
|
18 months 30 Sep 2023
£
Restated
|
|
|
Depreciation expense
|
-
|
|
438
|
|
|
Amortisation expense
|
29,166
|
|
54,686
|
|
|
Profit on disposal of intangible
fixed assets
|
-
|
|
35,552
|
|
|
Research and development
expenditure
|
70,910
|
|
316,577
|
|
|
Impairment Provision
|
3,140,700
|
|
-
|
|
|
Share option and warrant
charge
|
12,479
|
|
31,854
|
|
|
Details of the share-based
payments can be found in Note
15.
|
|
|
|
|
5.
Staff costs
|
The aggregate payroll costs
(including directors' remuneration) were as follows:
|
|
|
|
12 months 30 Sep 2024
£
|
|
18 months 30 Sep 2023
£
|
|
|
Wages and salaries
|
90,000
|
|
141,833
|
|
|
Social security costs
|
6,250
|
|
7,112
|
|
|
Pension costs, defined contribution
scheme
|
-
|
|
-
|
|
|
|
96,250
|
|
148,945
|
|
|
|
|
|
|
| |
The average number of persons
employed by the Group (including directors) during the year and
analysed by category was as follows:
|
|
12 months
30 Sep
2024
No.
|
18 months
30 Sep
2023
No.
|
|
Research and
development
|
1
|
1
|
|
Non-executive directors
|
2
|
2
|
|
Total
|
3
|
3
|
6.
Directors' remuneration
The Directors' remuneration for the
year was as
follows:
|
|
12 months
30 Sep
2024
£
|
18 months
30 Sep
2023
£
|
|
Remuneration
|
90,000
|
141,833
|
|
Share based payment
charge
|
-
|
19,474
|
|
|
90,000
|
161,307
|
|
|
|
|
Further information about the
remuneration of individual directors are provided in the Directors'
Remuneration Report.
|
During the year, the number of
Directors who were receiving pension benefits was as
follows:
|
|
|
12 months
30 Sep
2024
No.
|
18 months
30 Sep
2023
No.
|
|
Accruing benefits under money
purchase pension scheme
|
-
|
-
|
Details of the total remuneration
paid for the services of the directors are set out on
pages 23 to 27 in the
Remuneration Report.
|
In respect of the highest paid
director:
|
|
|
12 months
30 Sep
2024
£
|
18 months
30 Sep
2023
£
|
|
Remuneration
|
30,000
|
44,500
|
7.
Auditors' remuneration
|
|
12 months
30 Sep
2024
£
|
18 months
30 Sep
2023
£
|
|
Audit of the financial statements -
Group
|
37,000
|
37,000
|
|
Audit of the financial statements -
Subsidiary
|
18,000
|
18,000
|
|
8. Income tax
|
|
|
|
Tax (credited) in the income
statement
|
|
|
|
|
12 months
30 Sep
2024
£
|
18 months
30 Sep
2023
£
|
|
Current taxation
|
|
|
|
UK corporation tax
|
(5,566)
|
(67,342)
|
|
Adjustment in respect of prior
years
|
-
|
(1,163)
|
|
|
(5,566)
|
|
The tax on loss before tax for the
period is calculated using the standard rate of corporation tax
in the UK of 25% (2023:
19%).
The differences are reconciled
below:
|
|
12 months
30 Sep
2024
£
|
18 months
30 Sep
2023
£
Restated
|
|
Loss before tax
|
(3,647,053)
|
(927,972)
|
|
Corporation tax at standard rate
of 25% (2023: 19%)
|
(911,763)
|
(176,315)
|
|
Excess of
depreciation over capital allowances
|
(75)
|
3,611
|
|
Expenses not deductible
|
788,295
|
45
|
|
Tax losses for which no deferred
tax asset was recognised
|
129,977
|
202,367
|
|
Effect of research development
enhancement tax credit
|
(6,434)
|
(29,708)
|
|
Surrender of research development
tax credit at 10%
|
(5,566)
|
(67,342)
|
|
Adjustment in respect of prior
years
|
-
|
(1,163)
|
|
Total tax credit
|
(5,566)
|
(68,505)
|
No deferred tax asset has been
recognised as the Directors cannot be certain that future profits
will be sufficient for this asset to be realised. As at 30
September 2024 the Group has tax losses carried forward of
approximately £6,008,132 (2023: £5,543,881).
Factors that may affect future tax charges
Since 1 April 2017 there has been a
single rate of corporation tax of 19% in place. From 1 April 2023,
the main rate of corporation tax rose to 25% for companies with
profits over £250,000. For companies with profits of £50,000 or
less, they pay corporation tax at the small profits rate of 19%.
Where a company's profits fall between £50,000 and £250,000, they
pay corporation tax at the main rate reduced by marginal relief.
The upper and lower limits are proportionally reduced for short
accounting periods and where there are associated
companies.
9. Loss per share
Loss per share is calculated based on the weighted average number of shares outstanding during the year. Diluted
loss per share is calculated based on the weighted average number
of shares outstanding and the number of shares issuable as a result
of the conversion of dilutive financial instruments.
|
|
12 months
30 Sep
2024
£
|
18 months
30 Sep
2023
£
|
|
Loss after tax
|
(3,641,487)
|
(859,467)
|
|
Weighted average number of shares
- basic and diluted
|
786,932,319
|
719,462,470
|
|
Basic and diluted loss per
share
|
(0.46)p
|
(0.12)p
|
There is no difference between the
basic and diluted earnings per share as the effect would be to
decrease earnings per share.
|
10. Property, plant and equipment
|
|
|
|
|
|
|
|
|
Computer
equipment
|
Total
|
|
|
|
|
£
|
£
|
|
Cost
|
|
|
|
|
|
At 1 October 2023
|
|
|
-
|
-
|
|
At 30 September 2024
|
|
|
-
|
-
|
|
Depreciation
|
|
|
|
|
|
At 1 October 2023
|
|
|
-
|
-
|
|
At 30 September 2024
|
|
|
-
|
-
|
|
Carrying amount
|
|
|
|
|
|
At 30 September 2024
|
|
|
-
|
-
|
|
At 30 September 2023
|
|
|
-
|
-
|
11. Intangible assets
|
|
|
|
|
Goodwill
£
|
|
Patents
£
|
|
Total
£
|
|
|
Cost
|
|
|
|
|
|
|
|
At 1 October 2022
|
4,023,484
|
|
364,576
|
|
4,315,145
|
|
|
Disposals
|
-
|
|
(72,915)
|
|
(72,915)
|
|
|
At 1 October 2023
|
4,023,484
|
|
291,661
|
|
4,315,145
|
|
|
At 30 September 2024
|
4,023,484
|
|
291,661
|
|
4,315,145
|
|
|
Amortisation
|
|
|
|
|
|
|
|
At 1 October 2022
|
-
|
|
237,649
|
|
237,649
|
|
|
Amortisation charge
|
-
|
|
54,686
|
|
54,686
|
|
|
On disposals
|
-
|
|
(58,467)
|
|
(58,467)
|
|
|
At 1 October 2023
|
-
|
|
233,868
|
|
233,868
|
|
|
Impairment
|
3,140,700
|
|
-
|
|
3,140,700
|
|
|
Amortisation charge
|
-
|
|
29,166
|
|
29,166
|
|
|
At 30 September 2024
|
3,140,700
|
|
263,034
|
|
3,403,734
|
|
|
Net book value
|
|
|
|
|
|
|
|
At 30 September 2024
|
882,784
|
|
28,627
|
|
911,411
|
|
|
At 30 September 2023
|
4,023,484
|
|
57,793
|
|
4,081,277
|
|
For impairment testing purposes,
management considers the operations of the Group to represent a
single cash generating unit (CGU) focused on pharmaceutical
development, targeting unmet medical needs in fibrosis and oncology
via drug repurposing. The directors have assessed the recoverable
amount of goodwill, which in accordance with IAS36 is the higher of
its value in use and its fair value less cost to sell (fair value),
in determining whether there is evidence of impairment.
As at 30 September 2024, the Group
assessed the recoverable amount of the CGU with reference to the
fair value of the CGU based on the market capitalisation of the
Group, consequently an adjustment to impair goodwill by £3,140,700
was made in the period.
|
12. Trade and other receivables
|
|
|
|
|
|
|
30 Sep
|
|
30 Sep
|
|
|
2024
£
|
|
2023
£
|
|
Prepayments
|
23,137
|
|
17,919
|
|
|
Other receivables
|
10,214
|
|
48,938
|
|
|
|
33,351
|
|
66,857
|
|
The fair value of trade and other
receivables is considered by the Directors not to be materially
different to the carrying amounts.
|
13. Cash and cash equivalents
|
|
|
|
|
30 Sep
|
|
30 Sep
|
|
|
2024
£
|
|
2023
£
|
|
Cash at bank
|
20,210
|
|
202,548
|
|
|
|
|
| |
The Directors consider that the
carrying value of cash and cash equivalents represents their fair
value.
|
14. Share capital
Allotted, called up and fully paid
shares
|
|
|
|
30 Sep
2024
|
|
|
30 Sep
2023
|
|
|
|
No.
|
£
|
|
No.
|
£
|
|
Ordinary shares of £0.001
each
|
819,309,368
|
819,309
|
|
744,309,368
|
744,309
|
|
|
|
|
|
|
No.
|
|
As at 1 October 2023
|
744,309,368
|
|
|
Placement of new shares on the
stock market
|
75,000,000
|
|
|
As at 30 September 2024
|
819,309,368
|
|
|
|
|
|
|
|
|
| |
On 6 March
2024, the company completed a capital increase through the
issue of 75,000,000 shares of £0.001 each in share placements, with
an overall share premium of £75,000.
15. Share options and
warrants
The Group operates share-based
payment arrangements to remunerate Directors and key employees in
the form of
a share
option scheme.
Equity-settled share-based payments
are measured
at fair
value (excluding
the effect of non-market based vesting
conditions) at the date of grant. The fair value is determined at
the grant date of the equity-settled share-based payments and is
expensed on a straight-line basis over the vesting period, based on
the Group's estimate of shares that will eventually vest and
adjusted for the effect of non- market based vesting
conditions.
The fair value of the options and
warrants issued in 2024 were determined using the Black-Scholes
option pricing model, where appropriate, and had a weighted average
of 0.03p
per option
(2023: 2.46p).
The significant inputs into the
model in respect of the options and warrants granted in the periods
ended 30 September 2024 and 30
September 2023 were as follows:
|
|
2024
New
warrants
|
2023
Existing director
warrants
|
|
Grant date share price
|
0.30p
|
1p
|
|
Exercise price
|
0.25p
|
1.45p
|
|
No. of share options
|
35,000,000
|
9,000,000
|
|
Risk free rate
|
4.450%
|
0.153%
|
|
Expected volatility
|
198.5%
|
97%
|
|
Expected option life
|
2
years
|
3
years
|
