TheraCryf
plc
("TheraCryf" or "the Company" or "the Group")
Half Year Report to 30
September 2024
Alderley Park, UK 28 November 2024.
TheraCryf plc (AIM: TCF), the clinical stage drug development
company focusing on oncology and neuropsychiatry, announces its
unaudited interim results for the six months ended 30 September
2024.
Operational highlights
· Acquisition of Chronos Therapeutics Ltd (Chronos) in April
2024 added a late pre-clinical stage neuropsychiatry portfolio -
integration now complete, Chronos is now a wholly owned
subsidiary
· Placing,
Subscription and Retail Offer in April 2024 raised gross proceeds
of £0.9m, with directors and PDMRs investing c.10% of gross
proceeds
· R&D Day in June
2024 presented extensive data on SFX-01 in models of glioblastoma
(GBM) by colleagues from Erasmus Medical Centre, Rotterdam showing
effectiveness of SFX-01 in these models, the third such observation
in different academic centres
o Presentations also included data on acquired Chronos assets -
DAT, an atypical dopamine reuptake inhibitor with potential utility
in fatigue and narcolepsy; and OX-1, an orexin-1 receptor
antagonist with potential utility in addiction and anxiety
disorders
· Publication of full
paper on effectiveness of SFX-01 in models of childhood cancer
rhabdomyosarcoma by collaborators at University La Sapienza, Rome
in peer-reviewed journal BMC
Cancer, confirming effects of SFX-01 as a radiosensitising
agent as seen in models of glioblastoma
· Sudden passing of
Chair of the Board and highly respected biotech executive, Dr Sue
Foden, in November 2024
·
Publication of full paper on SFX-01 Phase 1b
healthy volunteer PK study published in peer reviewed journal
Advances in Therapy in
November 2024
· Amicable
discussions continue with partner Stalicla SA on optimal design of
the Phase 2 study in autism spectrum disorder and ongoing
dispute
·
European Patent Office decision to grant
composition of matter patent for acquired Ox-1 antagonist in Europe
- formal grant to be made on 18 December 2024
Financial highlights
·
Financial performance in line
with expectations:
o Post-tax loss of £1.1m (2023: £1.5m)
o Cash
outflow from operations of £1.1m (2023: £1.3m)
o Cash
deposits, cash and cash equivalents balance on 30 September 2024 of
£1.2m (30 September 2023: £3.7m)
·
Cash runway unchanged to end of 2025 excluding any
potential milestone payments.
Dr
Huw Jones, Chief Executive Officer of TheraCryf,
said:
"The first half of the year saw a transformation of the
Company with the integration of the acquired Chronos assets, thus
tripling the size of our R&D portfolio and expanding the
potential opportunities for substantial monetisation. Planning for
the atypical dopamine uptake inhibitor (DAT) and Orexin-1
antagonist programmes has also started in earnest.
"We saw further data generated on lead asset SFX-01 by
collaborators on our grant funded GBM programme from the Erasmus MC
in Rotterdam - triangulating data published by two other
collaborators and further de-risking the programme, showing
different cell lines and tissues all responding to SFX-01 in
independent laboratories with varying methodologies. Data
demonstrating SFX-01's effectiveness in radiosensitisation in
rhabdomyosarcoma was also published in a prestigious cancer journal
by our collaborators from University La Sapienza,
Rome.
"Post period, data from our Phase 1b healthy volunteer PK
study of SFX-01 was published in peer reviewed journal Advances in
Therapy, showing the effectiveness of our new enteric coated tablet
formation in proceeding beyond the acid environment of the stomach
and releasing active drug where desired, in the small intestine.
Concentrations of sulforaphane and metabolites were observed in the
range where biological activity is seen in models of various
diseases of interest."
"Recently we have had a notification from the European Patent
Office of an intention to grant a composition of matter patent for
our acquired OX-1 antagonist asset in December 2024. This
complements patents already granted in territories such as the
USA."
"In November, we were shocked and saddened at the sudden and
unexpected death of our Chair Dr Sue Foden. Sue was highly
supportive of management in the development and delivery of our
plans and I re-iterate our deepest sympathies to her family and
friends."
"Despite the recent sad news, we are better positioned than
ever to execute on our business model to generate compelling data
sets and commercialise our assets via accretive industry
collaborations."
Dr Huw
Jones, CEO, and Toni Hänninen, CFO will provide a live results
presentation via the Investor Meet Company platform at 11am GMT on
Thursday, 28 November 2024.
The presentation is open to all
existing and potential shareholders and can be accessed via
https://www.investormeetcompany.com/
TheraCryf PLC
Dr Huw Jones,
CEO
Toni Hänninen, CFO
|
+44 1625
466591
|
Cavendish Capital Markets (Nominated
Advisor and Broker)
Geoff Nash / Teddy Whiley / Rory Sale (Corporate
Finance)
Nigel Birks/Harriet Ward (ECM)
|
+44 20
7220 0500
|
Vigo Consulting
Rozi Morris
|
+44 (0)20
7390 0231
theracryf@vigoconsulting.com
|
Notes to Editors
About TheraCryf plc
TheraCryf is the clinical stage drug
development company focussing on oncology and neuropsychiatry. The
Company has a broad clinical and preclinical pipeline in
indications including glioblastoma* neurodevelopmental disorders,
addiction, anxiety and narcolepsy [*orphan indication].
The Company's strategy is to
generate compelling data sets to preclinical and/or clinical proof
of concept and partner its clinical programmes with mid-size to
large pharma for larger trials and commercialisation. As well as a
number of industry partnerships with companies, including Stalicla
SA, in neurodevelopmental disorders. The Company has sourced
know how for programmes from companies such as Shire (now Takeda)
via the recent acquisition.
TheraCryf has worked with and has
ongoing collaborations with major universities and hospitals such
as the University of Manchester, La Sapienza (Università
di Roma), the Erasmus Medical Centre, Rotterdam, Kings
College London and the University of Michigan.
The Company has its headquarters and
registered office at Alderley Park, Cheshire. It is quoted on AIM
in London and trades under the ticker symbol
TCF.
For further information, please
visit: www.theracryf.com
OPERATIONAL UPDATE
PIPELINE
During the first half of the year,
TheraCryf has been delivering on challenging objectives with the
backdrop of a difficult market for listed biotech companies. The
Company's pipeline has tripled in size and with that, the
opportunities for monetisation by delivering on its business model
have increased proportionately.
In April 2024 the Company acquired
the entire issued share capital of Chronos for a total combined
consideration of £968k payable in cash (£78k) and Ordinary
Shares (£890k) at a price of 1.44 pence per Ordinary
Share, potentially increasing up to a total of c.£3.4
million subject to the achievement of certain milestones (the
"Acquisition") (see note 5). A Placing and Subscription
raised £0.85 million (before expenses) and a
further £0.05 million via a Retail Offer, resulting in
gross proceeds of £0.9m. Over 10% of the proceeds were via
participation by the Company's Directors and PDMRs.
Chronos became a wholly owned
subsidiary of the Company at that time. The acquired programmes
comprise two late pre-clinical stage assets; an orexin-1 receptor
antagonist (Ox-1) targeting addition, impulsivity and anxiety and
an atypical dopamine transporter inhibitor (DAT) targeting fatigue
and narcolepsy. These neuropsychiatric indications are in a
resurgent area for large pharmaceutical companies with two
multi-billion dollar acquisitions of clinical stage companies being
announced in December 2023.
The acquisition increases the
Company's research and development portfolio by a factor of three,
increasing opportunities to deliver on the business model of
creating compelling pre-clinical and/or clinical data sets then
monetising assets by out licensing to large companies thus
enhancing shareholder value. The diversity of the pipeline has
broadened significantly also, adding two additional programmes in
new areas of high unmet medical need and potential partner interest
to the GBM programme on lead clinical asset SFX-01.
Reflecting this broader mission,
Evgen Pharma plc was renamed TheraCryf plc and the ticker symbol
changed to TCF.L effective on 26 April 2024. The name,
TheraCryf, is a blend of the Greek for treating medically 'Thera'
and the Welsh for strong, 'Cryf', to reflect the aims of the
Company to develop a new generation of innovative therapeutics in
attractive segments within oncology and neuropsychiatry.
Looking forward, the Company is
focussed on preparing SFX-01 for the grant funded clinical study in
GBM patients, to continuing to work amicably with its partner
Stalicla and to unlock the value of its new programmes via the
acquisition of Chronos whilst remaining true to its strategy of
capital efficient drug development.
CLINICAL STAGE PROGRAMMES
Glioblastoma, GBM
GBM, the most severe form of the
primary brain cancer glioma has an incidence of 3.8 per 100,000
people. Prognosis with this severe form is poor with median
survival of approximately 14 months and five-year survival of
around 5% of diagnosed patients. With treatment options being
limited to surgery followed by radiotherapy and only one drug
approved for the condition, there is a very high need for novel
treatments.
SFX-01 has already been awarded
orphan drug status in this indication by the US FDA and regulatory
scientific advice received subsequently from the Dutch Medicines
Evaluation Board confirming there are no specific concerns
regarding the clinical safety profile of SFX-01.
During the period, collaborator Dr
Marjolein Geurts, neuro-oncologist at the Erasmus Medical Centre
Rotterdam, NL continued to lead the SFX-01 GBM pre-clinical and
clinical grant from the Netherlands government
administered by the Dutch cancer society, KWF for
a €1.1m total project value. As presented during the June
R&D day, in
vitro experiments from tumour tissue donated by
patients at Dr Geurts' clinic showed SFX-01 to be active in these
samples, corroborating prior published work from collaborators in
Abruzzo, Italy and Auckland, New Zealand. The
Company is working closely with Dr Geurts' group on the project
providing expertise, research quality SFX-01 and eventually SFX-01
enteric-coated tablets for use in the clinical study. The clinical
study is expected to commence in early 2026 following completion of
the laboratory experiments and approval from European regulatory
authorities for conduct of the study. The window of opportunity
study aims to confirm that sulforaphane and/or metabolites from
SFX-01 enters the tumour tissue in patients and also to assess
interactions of sulphoraphane with molecular targets in excised
tumour tissue.
Phase1/1b Human Volunteer Study
A Phase 1/1b study in healthy
volunteers of the novel SFX-01 enteric-coated tablet formulation
was completed in 2023. The trial comprised three cohorts of eight
volunteers each, of which two in each cohort received a matching
placebo. The trial was randomised and
double-blinded.
The full clinical study report (CSR)
was completed for the PK data from the study for future submission
to regulatory authorities. The report confirmed that the PK
data showed absorption of sulforaphane at a time scale consistent
with the objective for the new formulation. Results showed release
in the small intestine and protection by the enteric coat on the
tablet and the reliable conversion in the body to active
metabolites. The total sulforaphane and active metabolite levels
were found at concentrations that, in the test tube, are
responsible for biological activity. There were no serious adverse
events reported. During the period, the Company submitted the study
for publication in a reputable, peer reviewed research journal.
(See Post Period Events).
PRE-CLINICAL PROGRAMMES
TheraCryf continues to support
academic research to broaden the potential range of applications
for SFX-01 and increase mechanistic understanding in various
disease areas of high unmet medical need.
Erasmus Medical Centre (MC) Rotterdam,
Netherlands
As described in the clinical section
above, and as presented at the R&D day, experiments conducted
at the Erasmus MC using tissue from GBM tumours have shown
biological activity of SFX-01. This work continues as a precursor
to proceeding to a clinical trial in the same centre.
Università Sapienza di Roma, Italy
Based on previous findings from
pre-clinical work in glioma, the Company worked with Prof.
Francesco Marampon, of Università Sapienza di Roma to
investigate the hypothesis that SFX-01 could enhance the action of
radiotherapy in cancer patients. The scientific work evaluated the
anti-tumour activity of SFX-01 in two preclinical cellular models
of rhabdomyosarcoma (RMS) tumours, the most frequent soft tissue
sarcoma in childhood. This disease is mostly diagnosed in children
under 10 years old.
The in vitro data showed that
SFX-01 reduced tumour cell growth by inducing G2 cell cycle
arrest and triggering early-apoptosis (cell death). In
addition, SFX-01 was shown to be effective both as a single agent
and in combination with radiotherapy where it was found to be
synergistic; it created a more positive outcome than would be
expected by simply adding the two agents together. The results also
showed that SFX-01 was able to reduce tumour cell growth in
clinically relevant radioresistant RMS cells, substantially
inhibiting the formation of cancer stem cell-derived
tumourspheres (rabdospheres).
The experiments were then extended
to in vivo mouse
models whereby rhabdomyosarcoma cells are implanted into the
animals allowing treatment effects to be evaluated in life, in a
more disease relevant condition. SFX-01 was shown to be effective
in these models after oral administration complementing the
earlier in
vitro results. SFX-01 was also given in
combination with a radiotherapy regime where it was shown to act
synergistically, resulting in a more positive outcome than
would be expected by simply adding the two agents together. A
full paper on effectiveness of SFX-01 in models of this, the most
common childhood cancer in under 10's, was published in the
prestigious journal BMC
Cancer, [https://bmccancer.biomedcentral.com/articles/10.1186/s12885-024-12536-8]
in July 2024, confirming effects of SFX-01 as a radiosensitising
agent as seen in models of glioblastoma.
OUTLICENSING
STALICLA
partnership
In October 2022, the Company
licensed the global rights for lead asset SFX-01 in
neurodevelopmental disorders and schizophrenia to STALICLA SA
(Stalicla), a Swiss company specialising in the identification
of specific phenotypes of ASD, using its proprietary precision
medicine platform. The Company retains the global rights for
all other indications.
The financial terms included a
signing fee of $0.5m to acquire the license
and $0.5m on completion of the human volunteer Phase 1/1b
study; TheraCryf would provide data to support Stalicla's clinical
trials and both would contribute to the costs of supplying SFX-01
and placebo for these trials. Thereafter, milestone payments that
reflect progress by Stalicla in their development programme up to
commercial launch amount to $26.5m, including $5m on
grant of IND by the FDA (originally anticipated by the end of
2024). Total milestones of up to $160.5m are
payable. Royalties payable to TheraCryf on sales are in the low to
medium double-digit range in all scenarios, including on-licensing
by Stalicla and use of SFX-01 in further licensed
indications.
Previous studies with other sources
of sulforaphane have shown evidence of clinical efficacy in
improving symptoms of ASD (e.g., Singh et al 2014).
However, patient heterogeneity provides a challenge in identifying
those individuals likely to respond to therapy. Stalicla has
a unique, proprietary technology to identify ASD patients who are
most likely to respond to SFX-01. This screening approach has
already been used successfully to identify ideal patients for other
ASD drug trials and is a key differentiator for Stalicla in
developing drugs for such a wide spectrum disorder as
ASD.
In February 2024 TheraCryf gave a
notice of dispute to Stalicla. The TheraCryf board of
directors believes that the Company has met the terms required to
satisfy the $0.5m milestone, according to the License Agreement,
and thus the payment is due. In order to effect the payment, the
Company has taken the decision to formally implement the dispute
resolution process detailed in the License Agreement, the first
step of which is the issuance of a dispute notice.
As stated previously the Company has
not included any milestone payments from Stalicla in its financial
forecasting and the cash runway remains unchanged. The Company
continues to discuss amicably a route to resolve the current
dispute with Stalicla management and will provide updates once
these discussions conclude.
POST PERIOD EVENTS
Post period, the Phase 1 healthy
volunteer study on the new enteric coated SFX-01 tablet was
published in the peer reviewed journal Advances in Therapy [https://link.springer.com/article/10.1007/s12325-024-03018-1]
demonstrating the effectiveness of the enteric coat in proceeding
beyond the acid environment of the stomach and releasing active
drug where desired, in the small intestine. SFX-01 was well
tolerated by the healthy volunteers and there were no serious
adverse events of any sort. Concentrations of sulforaphane and
metabolites in volunteers' blood were observed in the range where
biological activity is seen in models of various diseases of
interest including in
vitro and in vivo
models of GBM.
FINANCIAL REVIEW
The financial performance for the
six-month period to 30 September 2024 was in line with
expectations. Operating losses reduced in the period by £0.35m to
£1.11m compared with £1.46m in the prior period.
Use of cash reflects the completion and publication of the SFX-01
Phase 1b healthy volunteer clinical trial plus continued SFX-01
manufacturing process development and product manufacture to
support the grant funded clinical trial to be conducted by Erasmus
MC, Rotterdam, NL in early 2026. Costs of the acquisition and
integration of Chronos were modest and are also included in use of
cash. Consequently, the total comprehensive loss for the period was
£1.11m (30 September 2023: £1.46m).
The net cash outflow for the period
was £0.81m (2023: £1.27m); the similar comparison with the prior
period reflects working capital movements and the receipt of the
R&D credit of £nil (respective £0.91m in FY 2023). In 2023 the
R&D tax credit of £0.91m was received during the period,
however in 2024 the Company expects the receipt of £0.39m during Q4
2024.
The total cash position (including
cash deposits, short term investments and cash equivalents) as at
30 September 2024 was £1.20m (30 September 2023:
£3.73m).
The Directors estimate that the cash
held by the Group will be sufficient to support the current level
of activities to the end of 2025. They have therefore prepared the
financial statements on a going concern basis.
OUTLOOK
In the last six months the Company
has completed a transformative and largely share-based acquisition
which broadens the pipeline considerably in both number of research
programmes and variety of disease targets. In turn, the
opportunities for generating long-term value have increased
proportionally. Active searches for non-dilutive funding of the new
programmes are underway and the Company will provide updates as
these come to fruition.
The SFX-01 grant funded programme in
glioblastoma at the Erasmus Cancer Center, Rotterdam continues
apace with progression to in
vivo rodent models shortly and in 2026 dosing of first GBM
patients.
The Company's cash position remains
healthy, especially in comparison to European peers with a runway
to the end of 2025, allowing headroom to continue to progress the
multiple opportunities for the expanded pipeline.
The Board would like to thank all
shareholders for their support and look forward to progressing the
Company's strategy which remains focused on commercializing the
potential of its expanded pipeline.
Dr
Alan Barge
Dr Huw Jones
Senior Independent Non-executive
Director
CEO
28 November 2024
Consolidated Statement of Comprehensive
Income
for
the six months ended 30 September 2024 -
unaudited
|
|
Six months
ended
30 September
2024
|
Six months
ended
30
September 2023
|
Year
ended
31 March
2024
|
|
|
£'000
|
£'000
|
£'000
|
|
Notes
|
Unaudited
|
Unaudited
|
Audited
|
Revenue
|
|
-
|
396
|
396
|
Operating expenses
|
|
|
|
|
Operating expenses
|
|
(1,229)
|
(1,802)
|
(3,825)
|
Share based compensation
|
4
|
(21)
|
(53)
|
(137)
|
Total operating expenses
|
|
(1,250)
|
(1,855)
|
(3,962)
|
|
|
|
|
|
Operating loss
|
|
(1,250)
|
(1,459)
|
(3,566)
|
|
|
|
|
|
Finance income
|
|
5
|
-
|
-
|
Loss
on ordinary activities before taxation
|
|
(1,245)
|
(1,459)
|
(3,566)
|
|
|
|
|
|
Taxation
|
|
-
|
-
|
429
|
Loss
and total comprehensive expense attributable to equity holders of
the parent for the period
|
(1,245)
|
(1,459)
|
(3,137)
|
|
|
|
|
|
Loss
per share attributable to equity holders of the parent
(pence)
|
|
|
|
|
Basic loss per share
|
3
|
(0.29)
|
(0.53)
|
(1.14)
|
Diluted loss per share
|
3
|
(0.29)
|
(0.53)
|
(1.14)
|
Consolidated Statement of Financial Position
as
at 30 September 2024 - unaudited
|
|
As at
30 September
2024
|
As
at
30
September 2023
|
As
at
31 March
2024
|
|
|
£'000
|
£'000
|
£'000
|
|
Notes
|
Unaudited
|
Unaudited
|
Audited
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
|
-
|
1
|
-
|
Intangible assets
|
|
1,097
|
39
|
34
|
Total non-current assets
|
|
1,097
|
40
|
34
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
408
|
582
|
595
|
Current tax receivable
|
|
429
|
-
|
429
|
Short-term investments and cash on
deposit
|
|
5
|
-
|
-
|
Cash and cash equivalents
|
|
1,196
|
3,728
|
2,004
|
Total current assets
|
|
2,038
|
4,310
|
3,028
|
|
|
|
|
|
Total assets
|
|
3,135
|
4,350
|
3,062
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
467
|
415
|
722
|
Total current liabilities
|
|
467
|
415
|
722
|
|
|
|
|
|
Equity
|
|
|
|
|
Ordinary shares
|
5
|
1,068
|
687
|
687
|
Share premium
|
|
29,040
|
27,870
|
27,870
|
Merger reserve
|
|
2,067
|
2,067
|
2,067
|
Share based compensation
|
|
222
|
562
|
635
|
Retained deficit
|
|
(29,729)
|
(27,251)
|
(28,918)
|
Total equity attributable to equity holders of the
parent
|
|
2,668
|
3,935
|
2,341
|
|
|
|
|
|
Total liabilities and equity
|
|
3,135
|
4,350
|
3,062
|
The registered number of TheraCryf
plc is 09246681.
Consolidated Statement of Changes in Equity
for
the six months ended 30 September 2024 -
unaudited
|
Ordinary
|
Share
|
Merger
|
Share based
|
Retained
|
|
|
shares
|
premium
|
reserve
|
compensation
|
Deficit
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 April 2024
|
687
|
27,870
|
2,067
|
635
|
(28,918)
|
2,341
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
-
|
(1,245)
|
(1,245)
|
Transactions with owners
|
|
|
|
|
|
|
Share issue - cash
|
225
|
676
|
-
|
-
|
-
|
901
|
Share issue - cost
|
-
|
(240)
|
-
|
-
|
-
|
(240)
|
Share issue - acquisition
|
156
|
734
|
-
|
-
|
-
|
890
|
Share based compensation - lapsed
options
|
-
|
-
|
-
|
(434)
|
434
|
-
|
Share based compensation - share
options
|
-
|
-
|
-
|
21
|
-
|
21
|
Total transactions with owners
|
381
|
1,170
|
-
|
(413)
|
434
|
1,572
|
Balance at 30 September 2024
|
1,068
|
29,040
|
2,067
|
222
|
(29,729)
|
2,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
|
Share
|
Merger
|
Share based
|
Retained
|
|
|
shares
|
premium
|
reserve
|
compensation
|
Deficit
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 April 2023
|
687
|
27,870
|
2,067
|
509
|
(25,792)
|
5,341
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
-
|
(1,459)
|
(1,459)
|
Transactions with owners
|
|
|
|
|
|
|
Share based compensation - share
options
|
-
|
-
|
-
|
53
|
-
|
53
|
Total transactions with owners
|
-
|
-
|
-
|
53
|
-
|
53
|
Balance at 30 September 2023
|
687
|
27,870
|
2,067
|
562
|
(27,251)
|
3,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
|
Share
|
Merger
|
Share based
|
Retained
|
|
|
shares
|
premium
|
reserve
|
compensation
|
Deficit
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 April 2023
|
687
|
27,870
|
2,067
|
509
|
(25,792)
|
5,341
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
-
|
(3,137)
|
(3,137)
|
Transactions with owners
|
|
|
|
|
|
|
Share issue - lapsed
options
|
-
|
-
|
-
|
(11)
|
11
|
-
|
Share based compensation - share
options
|
-
|
-
|
-
|
137
|
-
|
137
|
Total transactions with owners
|
-
|
-
|
-
|
126
|
11
|
137
|
Balance at 31 March 2024
|
687
|
27,870
|
2,067
|
635
|
(28,918)
|
2,341
|
|
|
|
|
|
|
|
Consolidated Statement of Cash Flows
for
the six months ended 30 September 2024 -
unaudited
|
Six months
ended
30 September
2024
|
Six months
ended
30
September 2023
|
Year ended
31 March 2024
|
|
£'000
|
£'000
|
£'000
|
|
Unaudited
|
Unaudited
|
Audited
|
Cash
flows from operating activities
|
|
|
|
Loss before taxation for the
period
|
(1,245)
|
(1,459)
|
(3,566)
|
Depreciation and
amortisation
|
35
|
6
|
12
|
Share based compensation
|
21
|
53
|
137
|
|
(1,189)
|
(1,400)
|
(3,417)
|
Changes in working capital
|
|
|
|
Increase in trade and other
receivables
|
208
|
(367)
|
(379)
|
(Decrease)/increase in trade and
other payables
|
(406)
|
(418)
|
(113)
|
Cash
used in operations
|
(198)
|
(785)
|
(492)
|
Taxation received
|
-
|
913
|
913
|
Net
cash used in operating activities
|
(1,387)
|
(1,272)
|
(2,996)
|
|
|
|
|
Cash
flows (used in)/generated from investing
activities
|
|
|
|
Interest income
|
(5)
|
-
|
-
|
Acquisition of subsidiary
|
(78)
|
|
|
Net
cash (used in)/generated from investing
activities
|
(83)
|
-
|
-
|
Cash
flows from financing activities
Gross proceeds from issue of
shares
|
901
|
-
|
-
|
Issue Costs
|
(240)
|
|
|
Net
cash generated from financing activities
|
661
|
-
|
-
|
Movements in cash and cash equivalents in the
period
|
(808)
|
(1,272)
|
(2,996)
|
Cash and cash equivalents at start of
period
|
2,004
|
5,000
|
5,000
|
Cash
and cash equivalents at end of period
|
1,196
|
3,728
|
2,004
|
1.
GENERAL INFORMATION
THERACRYF PLC ("TheraCryf", "the
Group" or "the Company") is a public limited company incorporated
in England & Wales whose shares are traded on the AIM market of
the London Stock Exchange under the symbol TCF.
The address of its registered office
is Alderley Park, Congleton Road, Nether Alderley, SK10 4TG. The
principal activity of the Group is clinical stage drug
development.
2.
BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING
POLICIES
Basis of preparation
The Group's half-yearly financial
information, which is unaudited, consolidates the results of
TheraCryf plc and its subsidiaries undertaking up to 30 September
2024. The Group's accounting reference date is 31 March. TheraCryf
plc's shares are quoted on the AIM Market of the London Stock
Exchange.
The Company is a public limited
liability company incorporated and domiciled in the UK. The
consolidated financial information is presented in round thousands
of Pounds Sterling (£'000).
The financial information contained
in this half-yearly financial report does not constitute statutory
accounts as defined in section 435 of the Companies Act 2006. It
does not therefore include all of the information and disclosures
required in the annual financial statements. The financial
information for the six months ended 30 September 2023 and 30
September 2024 is unaudited.
Full audited financial statements of
the Group in respect of the period ended 31 March 2024, which
received an unqualified audit opinion and did not contain a
statement under section 498(2) or (3) of the Companies Act 2006,
have been delivered to the Registrar of Companies.
The accounting policies used in the
preparation of the financial information for the six months ended
30 September 2024 are in accordance with the recognition
and measurement criteria of UK-adopted International Accounting
Standards and are consistent with those which will be adopted in
the annual financial statements for the year ending 31 March
2025.
Whilst the financial information
included has been prepared in accordance with the recognition and
measurement criteria of international accounting standards, the
financial information does not contain sufficient information to
comply with international accounting standards.
The Group has not applied IAS 34,
Interim Financial Reporting, which is not mandatory for UK AIM
listed Groups, in the preparation of this interim financial
report.
Going concern
At 30 September 2024, the Group had
cash and cash equivalents of £1.20 million.
The Directors have prepared detailed
financial forecasts and cash flows looking beyond 12 months from
the date of the approval of these financial statements. In
developing these forecasts, the Directors have made assumptions
based upon their view of the current and future economic conditions
that will prevail over the forecast period.
The Directors estimate that the cash
and cash equivalents held by the Group together with known
receivables will be sufficient to support the current level of
activities into the end of calendar year 2025. They have therefore
prepared the financial statements on a going concern
basis.
Significant management judgement in applying accounting
policies and estimation uncertainty
When preparing the condensed
consolidated interim financial information, the Directors make a
number of judgements, estimates and assumptions about the
recognition and measurement of assets, liabilities, income and
expenses.
The following are significant
management judgements and estimates in applying the accounting
policies of the Group that have the most significant effect on the
condensed consolidated interim financial information. Actual
results may be substantially different.
Share-based payments
The Group measures the cost of
equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are
granted. The fair value of the options granted is determined using
the Black Scholes model, taking into consideration the best
estimate of the expected life of the options and the estimated
number of shares that will eventually vest.
Research and development expenditure
All research and development costs,
whether funded by third parties under license and development
agreements or not, are included within operating expenses and
classified as such. Research and development costs relating to
clinical trials are recognised over the period of the clinical
trial based on information provided by clinical research
organisations. All other expenditure on research and development is
recognised as the work is completed.
All ongoing development expenditure
is currently expensed in the period in which it is incurred. Due to
the regulatory and other uncertainties inherent in the development
of the Group's programmes, the criteria for development costs to be
recognised as an asset, as prescribed by IAS 38, 'Intangible
assets', are not met until the product has been submitted for
regulatory approval, such approval has been received and it is
probable that future economic benefits will flow to the Group. The
Group does not currently have any such internal development costs
that qualify for capitalisation as intangible assets.
3.
LOSS PER SHARE
Basic loss per share is calculated
by dividing the loss for the period attributable to equity holders
by the weighted average number of ordinary shares outstanding
during the period.
For diluted loss per share, the loss
for the period attributable to equity holders and the weighted
average number of ordinary shares outstanding during the period is
adjusted to assume conversion of all dilutive potential ordinary
shares. As the effect of the share options would be to reduce the
loss per share, the diluted loss per share is the same as the basic
loss per share.
The calculation of the Group's basic
and diluted loss per share is based on the following
data:
|
|
Six months
ended
30 September
2024
|
Six months
ended
30
September 2023
|
Year
ended
31 March 2024
|
|
|
£'000
|
£'000
|
£'000
|
|
|
Unaudited
|
Unaudited
|
Audited
|
Loss for the period attributable to
equity holders
|
|
(1,245)
|
(1,459)
|
(3,137)
|
|
|
As at
30 September
2024
|
As
at
30
September 2023
|
As
at
31 March
2024
|
|
|
Number
|
Number
|
Number
|
|
|
Unaudited
|
Unaudited
|
Audited
|
Weighted average number of ordinary
shares
|
|
424,014,463
|
274,888,117
|
274,888,117
|
Effects of dilution:
|
|
|
|
|
Share options
|
|
-
|
-
|
-
|
Weighted average number of ordinary
shares adjusted for the effects of dilution
|
|
424,014,463
|
274,888,117
|
274,888,117
|
|
|
|
|
|
|
|
Pence
|
Pence
|
Pence
|
Loss per share - basic and
diluted
|
|
(0.29)
|
(0.53)
|
(1.14)
|
4.
SHARE-BASED PAYMENTS
As at the end of the period, the
reconciliation of share option scheme movements is as
follows:
|
|
|
As at 30 September 2024
|
|
|
|
Number
|
WAEP
|
Outstanding at 1 April
2024
|
|
|
14,574,910
|
0.0568
|
Granted during the period
|
|
|
28,731,578
|
0.0070
|
Exercised during the
period
|
|
|
-
|
-
|
Lapsed/cancelled during the
period
|
|
|
(13,683,995)
|
0.0685
|
Outstanding at 30 September 2024
|
|
|
29,622,493
|
0.0114
|
WAEP is an abbreviation for weighted
average exercise price.
During the six-month period ended 30
September 2024, a share-based payment charge of £21,092 (six months
to 30 September 2023: £52,627) was expensed to the consolidated
Statement of Comprehensive Income.
The fair values of the options
granted have been calculated using a Black-Scholes
model.
5.
ISSUED CAPITAL AND RESERVES
Ordinary shares
|
|
Company
|
|
|
Share
Capital
|
|
|
|
Number
|
£'000
|
As
at 31 March 2024
|
|
|
274,888,117
|
687
|
Issued on acquisition
|
|
|
62,291,778
|
156
|
Issued under placing
agreement
|
|
|
90,167,000
|
225
|
At
30 September 2024
|
|
|
427,346,895
|
1,068
|
New shares were issued during
six-month period ended 30 September 2024 in relation to a placing
agreement and an acquisition. (see
note 6)
6.
ACQUISITION
On 05 April 2024, the Group acquired
the entire share capital of Chronos Therapeutics Limited via a
combination of equity and cash for a total combined consideration
of £968k, which is deemed to be the provisional fair value of the
consideration subject to an assessment of the fair value of
contingent consideration. The fair values attributable to the
assets and liabilities acquired are provisional. The acquisition
accounting will be finalised as part of the FY25 Annual Report as
the relevant information was not available at the date of this
report.
Chronos Therapeutics Limited
|
Provisional Fair
Values
(Unaudited)
|
|
£'000
|
Intangible assets
|
504.16
|
Cash and cash equivalents
|
9.12
|
Trade and other
receivables
|
11.77
|
Trade and other payables
|
(149.76)
|
Net
assets acquired
|
375.29
|
Cash consideration
|
78.40
|
Shares consideration
|
889.48
|
Total consideration cash and shares
|
967.88
|
|
|
Balance to Goodwill
|
592.59
|