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REG - Arecor Therapeutics - Final results for 2024

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RNS Number : 6126F  Arecor Therapeutics PLC  22 April 2025

Arecor Therapeutics plc

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

 

FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024

 

-      Focus on high value R&D underpinned by Arestat™ technology
and Company expertise positions Arecor for significant future growth and
success

-      Significant advancements in diabetes portfolio with positive
progress towards strategic partnership for AT278

-      Potential to unlock significant value through innovation in the
oral delivery of peptides

-      Growing revenue stream from AT220 global royalties

-      Expansion of partnership portfolio and licensing of
Arestat™-enhanced products

-      Total Group revenue of £5.1 million (2023: £4.6 million)

 

Cambridge, UK, 22 April 2025: Arecor Therapeutics plc (AIM: AREC), the
biopharmaceutical company advancing today's therapies to enable healthier
lives, today announces its final audited results for the year ended 31
December 2024. The Annual Report and Accounts for the year ended 31 December
2024, will be posted to shareholders in due course together with the notice of
the 2025 Annual General Meeting.

 

Sarah Howell, Chief Executive Officer of Arecor, said: "The positive
advancements within our diabetes portfolio support our confidence in the
potential of AT278 to generate significant value creation for the Company and
shareholders. In addition, on the back of early initial positive in vitro
data, we have the opportunity to leverage our expertise to develop a novel
technology platform for the oral delivery of peptides - one that could unlock
substantial value in a rapidly expanding market. With our streamlined focus
to fully pursue high value R&D opportunities underpinned by the Company's
highly renowned and innovative drug delivery and development expertise, we are
well positioned for significant future growth and success."

 

Operational Highlights (including post-period events):

·    Diabetes

-      Ultra-concentrated, ultra-rapid acting insulin candidate, AT278,
met all primary and secondary endpoints, and demonstrated superiority to
NovoRapid® and Humulin® R U-500, in a Phase I clinical trial in Type 2
diabetics with a high body mass index (BMI)

-      Progressing positive negotiations with insulin device companies
for a strategic partnership for AT278

·    Oral delivery of peptides

-      Research collaboration established with TRx Biosciences to develop
a novel technology platform for improved oral delivery of peptides, with
initial focus on a glucagon-like peptide-1 (GLP-1) receptor agonist

-      Initial positive results from formulation development phase:
overcame first significant challenge of stabilising the peptide within the
oral delivery matrix.  A series of dog pharmacokinetic (PK) studies are
on-going to inform the optimum approach to improve bioavailability.  Data
will be available during 2H 2025 which will define next steps

·    Partnership portfolio

-      Arestat™-enhanced biosimilar product, AT220, generating growing
royalties under a worldwide licensing agreement

-      Sanofi continues to actively progress potential pivotal
registrational study for SAR447537, formerly INBRX-101 (AT292), acquired from
Inhibrx, which incorporates Arestat™ technology and is under a
revenue-generating license with Sanofi

-      Exclusive milestone and royalty-bearing licensing agreement
signed with a wholly owned subsidiary of one of the world's largest
independent chemicals marketing companies, granting rights to
Arestat™-enhanced AT351

-      Growing portfolio of pre-license technology partnerships, offering
upside potential from partnering

·    Tetris Pharma

-      Impairment of £3.3 million for assets relating to Tetris Pharma
made in December 2024, followed by decision to cease operations during 2025

 

Financial Highlights:

·    Total revenue of £5.1 million (2023: £4.6 million)

·    Investment in Research & Development ('R&D') of £3.0 million
(2023: £5.4 million)

·    Sales, General & Administrative ('SG&A') expenses of £6.2
million excluding exceptional items (2023: £6.2 million)

·    Loss after tax for the year of £10.2 million (2023: £8.6 million)

·    Cash and short-term investments of £3.3 million at 31 December 2024
(2023: £6.8 million)

·    Fundraise of £6.4 million gross, including support from two
international life science healthcare investors

 

Analyst meeting and webcast today

Dr Sarah Howell, Chief Executive Officer, and David Ellam, Chief Financial
Officer, will host a meeting and webcast for analysts and investors at 1pm BST
today. Join the webcast here
(https://www.lsegissuerservices.com/spark-insights/ARECORTHERAPEUTICS/events/70af5652-9ae8-4226-b89a-e824c1426d1a)
. A copy of the final results presentation will be released later today on the
Company's website at www.arecor.com (http://www.arecor.com) . Please contact
ICR Healthcare for details on arecor@icrhealthcare.com
(mailto:arecor@icrhealthcare.com) .

 

-ENDS-

 

For more information, please contact:

 

 Arecor Therapeutics plc                                 www.arecor.com
 Dr Sarah Howell, Chief Executive Officer                Tel: +44 (0) 1223 426060

                                                         Email: info@arecor.com (mailto:info@arecor.com)
 David Ellam, Chief Financial Officer                    Tel: +44 (0) 1223 426060

                                                         Email: info@arecor.com (mailto:info@arecor.com)

 Singer Capital Markets Advisory LLP (NOMAD and Broker)
 Phil Davies, Sam Butcher                                Tel: +44 (0) 20 7496 3000

 ICR Healthcare
 Chris Gardner, David Daley, Lindsey Neville             Tel: +44 (0) 20 3709 5700

                                                         Email: arecor@icrhealthcare.com (mailto:arecor@icrhealthcare.com)

Notes to Editors

 

About Arecor

Arecor Therapeutics plc is a globally focused biopharmaceutical company
transforming patient care by bringing innovative medicines to market through
the enhancement of existing therapeutic products. By applying our innovative
proprietary technology platform, Arestat™, we are developing an internal
portfolio of proprietary products in diabetes and other indications, as well
as working with leading pharmaceutical and biotechnology companies to deliver
therapeutic products. The Arestat™ platform is supported by an extensive
patent portfolio. For further details please see our website, www.arecor.com
(http://www.arecor.com)

 

 

Chair's Statement

During the last year, Arecor has made real progress in its core value
enhancing programmes against the backdrop of a challenging environment on the
AIM market. As a result, the Board has had to make some important decisions
but has emerged clearly focused upon two areas of high unmet need and
potentially high accretive value to shareholders, specifically the
ultra-concentrated insulin (AT278) and the oral delivery of peptides starting
with GLP-1 receptor agonists. That need to focus also led to the decision in
January to begin an orderly cessation of the non-core Tetris Pharma business,
which is proceeding according to plan.

 

Whilst insulin has been available for the treatment of diabetes for almost a
century, and the variety of insulin choices today represents many years of
discovery and innovation, there are still significant areas of unfulfilled
need in a market that is expanding. For many diabetes patient groups (both
Type 1 and increasingly Type 2) best control is likely to be achieved through
use of an insulin pump, and our differentiated ultra-concentrated insulin, has
the potential to take insulin pump technology to the next level with a new
generation of miniaturised pumps. Arecor's priority in 2025 is to further
innovate and disrupt by securing a partnership agreement with an insulin pump
manufacturer to better serve patients - both existing pump users who will be
able to increase days between replenishment, but also high insulin use
patients previously unable to use a pump because their required dose is so
high; this coupled with a speed of action that allows optimal algorithmic
control. I firmly believe that this disruptive combination of pump technology
and superior concentrated insulin will drive better patient care and will be
the successful driver for introduction of our ultra-concentrated insulin to
international markets.

 

The same formulation expertise that developed AT278 and has served multiple
commercial partnerships has also advanced new research into the oral delivery
of peptides. Biopharma company interest in peptides as a therapeutic modality
has exploded, most notably through the success of the incretin (e.g. GLP-1
agonist) family of therapeutics to treat diabetes, obesity and other chronic
conditions. Our initial focus to validate the platform is on developing an
oral GLP-1 receptor agonist with superior bioavailability to the only marketed
oral GLP-1 receptor agonist available today, Rybelsus® (sales of $3.4 billion
in 2024). With positive in vitro data, Arecor is advancing the next stages of
development with a series of dog pharmacokinetic (PK) studies on-going to
inform the optimum approach to improve bioavailability.  Data will be
available during 2H 2025 which will define next steps. If successful, an oral
GLP-1 receptor agonist with enhanced bioavailability has the potential to
generate significant value and, more importantly, enable the broader
application of Arecor's technology in the growing and highly valuable field of
oral peptide therapeutics.

 

Arecor continues to be supported by a broad group of Investors. Despite
challenging UK market conditions, the summer-2024 raising of £6.4 million was
successfully completed in a short period of time, allowing us to enhance our
shareholder base with new investors including an international specialist
healthcare-focused investment firm, and we look forward to working with all of
our investors whilst at the same time continuing to expand our shareholder
base.

 

With our clear focus upon two core areas and the Board and Team aligned on the
clarity of our strategy, I am confident that 2025 will be a year of
significant progress for Arecor, delivering new options to patients with
diabetes and competing in the exciting field of oral peptide delivery.

 

Andrew Richards

Non-Executive Chair

 

 

Chief Executive Officer's Review

 

Operational Review (including post-period events)

 

Progressing a unique, next-generation insulin

Arecor is focused on transforming patient care by bringing innovative
medicines to market. Our commitment to pursue R&D that addresses
significant unmet patient needs in high-value markets is best exemplified
across our proprietary diabetes product portfolio. Diabetes is at crisis
levels, with more than half a billion people living with diabetes worldwide.
There remain significant unmet patient needs in diabetes care, including the
need for both more rapid acting and more concentrated, rapid acting insulins,
which is where Arecor is focused.

 

Our next-generation insulins have demonstrated clear superiority to the best
insulins available to patients today and have the potential to significantly
improve healthcare outcomes and reduce burden for people living with diabetes.

 

We continued to build strong momentum within our portfolio in 2024 through the
outstanding clinical trial results achieved with our ultra-concentrated,
ultra-rapid acting insulin candidate, AT278. Our lead candidate met all
primary and secondary endpoints and also demonstrated superiority to
NovoRapid® and Humulin® R U-500, in a Phase I clinical trial in Type 2
diabetics with a high body mass index (BMI).

 

This was a significant step in AT278's development, extending our confidence
in its clear potential to provide a superior prandial insulin treatment option
that lowers burden and improves outcomes for people living with diabetes who
require high daily doses of insulin, for whom there are limited treatment
options today.

 

With its ultra-concentrated and ultra-rapid profile, AT278 is also set to be a
powerful catalyst in the development of next-generation, truly miniaturised,
longer-wear insulin pumps, a key focus for patients, physicians and the
industry. It is clearly demonstrated that people with diabetes who use
automated insulin delivery (AID) systems, facilitating the continuous delivery
of insulin to control their blood glucose levels, achieve better outcomes.
Despite this, in the US, where insulin pump use is greatest, less than 40% of
Type 1 diabetics and less than 10% of Type 2 diabetics use an insulin pump.

 

Barriers preventing the wider use of insulin pumps include the size of
existing pumps, discomfort and limitations of wear-time. Major insulin pump
manufacturers are targeting the development of next-generation pumps that are
smaller, more discrete and can be worn for up to seven days. They are also
focused on the underpenetrated Type 2 diabetes patient population. Here, the
challenge with current insulins, which are only available in pumps at a
concentration of 100U/mL, is that the average Type 2 diabetes patient who
requires 100 units of insulin per day cannot achieve even the standard
three-day wear time making the use of existing pumps impractical for the vast
majority of patients.

 

To enable both the broad use of existing pumps for people living with Type 2
diabetes, and to catalyse the next generation of miniaturised longer-wear
pumps, will require a highly concentrated yet rapid acting insulin. AT278 is
the only insulin that has achieved this profile. This places Arecor in an
excellent position to bring AT278 to market under a strategic partnership with
an insulin pump manufacturer. This will not only greatly improve outcomes and
reduce the burden of care for more people living with diabetes, but it also
represents a significant commercial opportunity. The insulin pump market
currently stands at approximately $5.5 billion and is estimated to grow to
greater than $15.5 billion by 2032. Arecor estimates the total addressable US
market opportunity for AT278 to be approximately $2.9 billion, with additional
commercial upside in Europe and other territories.

 

Positive progress is being made towards a strategic partnership with insulin
pump manufacturers to further co-develop AT278 and we anticipate generating
significant valuation creation for the Company and shareholders.

 

Driving innovation in the oral delivery of peptides

Peptides are an increasingly important class of therapeutics to treat a wide
range of chronic conditions, most recently with the rise of incretins to treat
diabetes and obesity. The global peptide therapeutics market is projected to
reach more than $100 billion by 2034 growing at a CAGR of 10.8%, This is
driven by peptide therapeutics' strong efficacy and selectivity towards
different receptors on target cells, the rise of endocrine and metabolic
diseases, and technological advancements in the field. However, nearly all
peptide drugs are only available as injectables. There is growing evidence
that, due to its simplicity and convenience, the oral delivery of such
medications improves patient compliance and adherence, thus leading to
enhanced therapeutic efficacy and better outcomes.  The oral delivery of
peptides is extremely challenging due to their molecular characteristics
resulting in very low oral bioavailability, i.e. the amount of drug that makes
it to the systemic circulation. Arecor's focus is on leveraging its
significant formulation and product development expertise and know-how to
develop a novel proprietary technology platform for the oral delivery of
peptides, with the aim of significantly improving bioavailability and
unlocking oral delivery for this important class of therapeutics.

 

We are initially focusing our efforts on the development of an oral GLP-1
receptor agonist (semaglutide) with improved bioavailability when compared to
the marketed product, Rybelsus®, which is seeing growth in the market with
revenue of $3.4 billion in 2024, despite only having a bioavailability of
<1%. We have partnered with TRx Biosciences, combining Arecor's Arestat™
technology and TRx Biosciences' novel lipid technology, Lipicore®, to target
improved bioavailability of an oral GLP-1 receptor agonist. This collaboration
continues to progress, generating promising in vitro data. A series of dog PK
studies are on-going to inform the optimum approach to improve
bioavailability.  Data will be available during 2H 2025 which will define
next steps

 

An oral GLP-1 receptor agonist with enhanced bioavailability has the potential
to generate significant value in a market that has expanded rapidly given
these products' efficacy in the management of obesity. Perhaps more
importantly, success with Arecor's GLP-1 receptor agonist programme would
validate the application of our technology in the broader and highly valuable
field of oral peptide therapeutics across multiple therapeutic areas. With
approximately 120 GLP-1 receptor agonists, glucose-dependent insulinotropic
polypeptide (GIP) receptor agonists and dual GLP-1/GIP receptor agonists in
development for diabetes and obesity alone, this field represents a
significant commercial and value creation opportunity for Arecor and its
shareholders.

 

Advancing a partnered portfolio to bring Arestat™-enhanced therapeutics to
market

Continued progress within our robust portfolio of revenue-generating partnered
programmes underscores the strength of Arecor's Arestat™ technology, its
value to partner companies and its ability to provide near-term revenue
generation and long-term value for shareholders.

 

AT220, the first product incorporating Arestat™ technology to be
commercialised by a partner, continues to provide Arecor with a growing
revenue stream from global royalties. Following its launch in late 2023, this
biosimilar product is performing strongly, with momentum building and sales
growth consistent with expectations.

 

In May 2024, Sanofi announced the completion of its acquisition of Inhibrx's
assets and liabilities associated with SAR447537, formerly INBRX-101
(AT292), an Arestat™-formulated, optimised recombinant human AAT-Fc fusion
protein, for the treatment of patients with emphysema due to alpha-1
antitrypsin deficiency, which is under license with Sanofi. A
registration-enabling clinical trial of SAR447537 commenced in 2023 and
continues to progress. Sanofi's acquisition of Inhibrx further endorses our
Arestat™ platform and highlights the value of this novel therapy for
patients and its future commercial potential. There is an additional milestone
and subsequent commercial revenue due to Arecor under this license agreement.

 

During the period, Arecor added to its portfolio of technology partnerships
with leading pharmaceutical and MedTech companies by establishing a research
collaboration in May 2024 with Medtronic, a global leader in healthcare
technology, including within the diabetes space. The collaboration, to develop
an Arestat™-enhanced, highly differentiated insulin for use in Medtronic's
intraperitoneal delivery insulin pump, has the potential to transform
treatment for an extremely vulnerable group of diabetes patients who require
intraperitoneal therapy via an implantable insulin pump system.

 

In December 2024, following a successful formulation study collaboration
initiated in 2023 and strengthened in January 2024, Arecor signed an exclusive
licensing agreement with a wholly owned subsidiary of one of the world's
largest independent chemicals marketing companies which is fully dedicated to
the pharmaceutical business. That agreement granted rights to our partner to
further develop and commercialise AT351, an Arestat™-enhanced,
differentiated ready-to-dilute (RTD) liquid formulation of the partner
company's product. Arecor received an upfront milestone payment and is
eligible for development, regulatory and commercial milestones, and royalties
on global sales. Our partner is anticipating regulatory filing for the
approval of the product within three years.

 

Following a product portfolio review, Hikma has communicated to Arecor its
intention to return all rights associated with AT307, a novel ready-to-use
formulation of an existing therapeutic product licensed to Hikma in 2023.

 

Post period, two further technology partnerships were established.  The first
with a clinical stage biopharmaceutical company to develop a novel formulation
of their peptide therapy.  Under the terms of the agreement, the partner will
fund Arecor's development activities with the option to license rights to the
new proprietary formulation and associated intellectual property to further
develop and commercialise the product. The second collaboration is with a
major pharmaceutical company. Here Arecor will leverage Arestat™ to develop
a novel formulation of the partner's proprietary product with enhanced
properties. The partner company will fully fund the formulation work with the
potential for future license opportunities to follow.

 

Commercial collaborations such as this provide significant future upside
potential for Arecor, with partners funding the initial formulation
development work and with options to acquire rights to new proprietary
formulations and associated intellectual property under our technology
licensing model. More broadly, they ensure Arecor remains at the forefront of
drug delivery innovation across the industry.

 

Building a robust intellectual property portfolio

Underpinning our strategy, we have a comprehensive global patent portfolio of
>100 granted patents across key territories protecting both the Arestat™
technology platform as well as the enhanced versions of therapeutic medicines
that we develop leveraging Arestat™. During 2024, the portfolio was
bolstered with the addition of fifteen key patents granted in US, Europe,
Canada, Japan, Israel, China and India, including increased protection of
Arecor's proprietary diabetes portfolio. Post-period, two additional patents
were granted in Europe and US, further protecting Arecor's proprietary insulin
products (AT247 and AT278) and the broader Arestat™ technology platform.

 

Tetris Pharma operations

In January 2025 Arecor announced its intention to cease operations within the
Company's subsidiary Tetris Pharma, and a mutual agreement with Xeris
BioPharma Holdings, Inc. to return Arecor's rights to Ogluo®. This strategic
decision to cease Tetris Pharma operations enables Arecor to focus its efforts
and resources on opportunities that offer higher potential for value creation.

 

Summary and outlook

The positive advancements within our diabetes portfolio support our confidence
in the potential of AT278 to generate significant value creation for the
Company and shareholders. In addition, on the back of early initial positive
in vitro data, we have the opportunity to leverage our expertise to develop a
novel technology platform for the oral delivery of peptides - one that could
unlock substantial value in a rapidly expanding market. With our streamlined
focus to fully pursue high-value R&D opportunities underpinned by the
Company's highly renowned and innovative drug delivery and development
expertise, we are well positioned for significant future growth and success.

 

Sarah Howell

Chief Executive Officer

 

 

Financial Review

 

Key financial performance indicators

The Company is a clinical stage biotech business with the focus on high value
R&D opportunities in the areas of insulin and the oral delivery platform,
with a supporting contribution from Partner revenue.   The Company therefore
has the primary financial KPI of cash and short-term investment balances
held.  For 2024, total revenue is the secondary KPI, but following the
cessation of the Tetris Pharma business, for 2025 the secondary KPI will be
the investment in research and development.

 

These KPIs focus on the strategic objective of availability of financial
resources to progress the research and development activities of the Group.

 

                                    2024     2023     2022
                                    000's    000's    000's
 Cash & Short-Term Investments      £3,257   £6,752   £12,806

 Revenue:
    Product Revenue                 £3,410   £2,941   £1,050
    Partner Revenue                 £1,643   £1,632   £1,353
 Total Revenue                      £5,053   £4,573   £2,403

 

At 31 December 2024 the Group had cash and short-term investments of £3.3
million (2023: £6.8 million including short-term investments). During 2024,
net proceeds from fund-raising totalled £5.8 million, offset by net-cash used
in operating activities of £9.2 million, of which £3.2 million was
attributable to Tetris Pharma.  It is expected that the 2025 operating cash
flow in Tetris Pharma will be positive as Tetris Pharma plans to continue
selling Ogluo® and other products into the second half of the year,
generating cash receipts from the sell down of existing inventory which will
be used for general working capital purposes. Arecor will continue to invest
in its core areas of insulin and oral delivery platform technology.  The
Group finances its operations through share issuances and partnering revenue,
and is expecting to raise additional funding by March-2026 to support further
investment.  See the Going Concern note 2 for further information.

 

Revenue recognised in the year grew to £5.1 million (2023: £4.6 million).
Net Product sales of £3.4 million generated by Tetris Pharma in the year
increased by £0.5 million (2023: £2.9 million), as uptake of non-Ogluo®
products increased.

 

Cost of Sales increased by £0.2 million to £3.5 million (2023: £3.3
million).  Underlying cost of sales increased by £0.6 million, primarily due
to increased volume of Ogluo® product sales and cost increases, offset by a
decrease in stock provisions of £0.4 million to £0.2 million (2023: £0.6
million).

 

Other Operating Income totalled £0.3 million (2023: £1.1 million).  The
R&D Expenditure Scheme ("RDEC") income of £0.3 million was a £0.2
million increase (2023: £0.1 million) offset by a fall in grant income from
£1.1 million to zero.  The 2024 RDEC income includes a £0.1 million
increase to the 2023 calculated income.

 

Research and Development ("R&D") Expenses decreased by £2.4 million to
£3.0 million for 2024 (2023: £5.4 million).  Clinical study costs decreased
by £1.4 million to £0.5 million (2023: £1.9 million) as the AT278-104 study
concluded.  Payroll related costs decreased by £0.4 million to £1.0 million
(2023: £1.4 million), and manufacturing costs for clinical studies decreased
by £0.2 million to £0.1 million (2023: £0.3 million).

 

Selling, General and Administrative ("SG&A") Expenses (excluding
exceptional items) were unchanged in 2024 at £6.2 million (2023: £6.2
million).

 

During 2024, Tetris Pharma SG&A costs totalled £2.8 million (2023: £2.6
million), an increase of £0.2 million which was mainly attributable to an
increase of £0.3 million in the use of commercial consultants and contract
sales organisations (from £0.2 million in 2023 to £0.5 million in 2024) as
part of efforts to boost Ogluo® revenues in the UK and Germany.  As Tetris
Pharma closes down, we anticipate a significant decrease in SG&A expenses
in 2025.

 

SG&A costs in Arecor Plc and Arecor Ltd decreased by £0.3 million to
£3.3 million (2023: £3.6 million).  The share-based compensation charge
decreased by £0.4 million (from £0.5 million to £0.1 million) due to award
lapses and revised assumptions, offset partly by an increase in corporate
advisory costs of £0.1 million.

 

Exceptional Items: In December 2024, an impairment review of the assets
relating to Tetris Pharma Ltd was carried out. This review concluded that all
the goodwill, licenses and property, plant and equipment should be provided
for in full for a total expense of £3.3 million

 

The loss before taxation amounted to £10.6 million (2023: £8.9 million).
The R&D tax credit claim for 2023 was filed in April 2025 and the claim
for 2024 will be filed as soon as the 2023 claim is closed.  The 2024
taxation credit of £0.4 million (2023: £0.3 million) is due to the release
of a deferred tax provision upon the impairment review of the assets relating
to Tetris Pharma Ltd. The 2024 SME tax credit is zero as the £0.2 million
calculated credit for 2024 was reduced by a £0.2 million correction of the
2023 calculated credit.  The total tax receivable under both the RDEC and SME
schemes at the end of 2024 is £0.7 million (2023: £0.5 million).

 

Other Balance Sheet Items:

Current trade and other receivables increased by £0.6 million to £3.8
million (2023: £3.2 million).  This is primarily due to the timing of a
£0.7m prepayment for Ogluo® inventory (2023: £ nil).

 

Intangible assets and goodwill decreased to below £0.1 million in 2024, from
£3.3 million in 2023 as a result of the impairment review of the assets
relating to Tetris Pharma Limited.

 

Trade and other payables decreased by £1.8 million to £3.1 million (2023:
£4.9 million).  £0.8 million of the decrease is due to lower expenditure in
2024 (primarily clinical studies and bonuses), and another £0.8 million is
timing at the end of 2023 on payments for both inventory and sales rebates.

 

David Ellam

Chief Financial Officer

 

 

Consolidated income statement

for the year ended 31 December 2024

 

                                                                               31 December  31 December
                                                                                2024         2023 restated
                                                                        Notes  £000         £000

 Revenue                                                                4      5,053        4,573
 Cost of sales                                                                 (3,510)      (3,322)
 Gross profit                                                                  1,543        1,251

 Other operating income                                                 5      267          1,142
 Research and Development expenses                                             (3,041)      (5,401)
 Sales, General & Administrative expenses before exceptional items             (6,178)      (6,167)
 Exceptional items                                                      6      (3,288)      -
 Total Sales, General & Administrative expenses                                (9,466)      (6,167)

 Operating loss                                                                (10,697)     (9,175)
 Operating loss before exceptional items                                       (7,409)      (9,175)
 Other Income                                                                  -            5
 Finance income                                                                101          284
 Finance expense                                                               (22)         (15)
 Loss before tax                                                               (10,618)     (8,901)
 Loss before tax and exceptional items                                         (7,330)      (8,901)
 Taxation credit                                                        7      382          347
 Loss for the financial year                                                   (10,236)     (8,554)
 Loss for the financial year before exceptional items                          (6,948)      (8,554)

 Basic and diluted loss per share (£)                                   8      (0.31)       (0.28)

 

 

Consolidated statement of financial position

At 31 December 2024

                                                                  31 December  31 December

                                                                  2024         2023
                                                           Notes  £000         £000
 Non-Current assets
 Intangible assets                                         9      33           1,812
 Goodwill                                                  10     -            1,484
 Property, plant and equipment                                    400          834
 Other receivables                                         11     55           77
 Total non-current assets                                         488          4,207

 Current assets
 Trade and other receivables                               11     3,845        3,189
 Current tax receivable                                           654          458
 Cash and cash equivalents                                 12     3,239        5,093
 Short-term investments                                    13     18           1,659
 Inventory                                                 14     478          771
 Total current assets                                             8,234        11,170

 Current liabilities
 Trade and other payables                                  15     (3,069)      (4,903)
 Lease liabilities                                                (121)        (118)
 Provisions                                                       (66)         (129)
 Total current liabilities                                        (3,256)      (5,150)

 Non-current liabilities
 Lease liabilities                                                (111)        (220)
 Provisions                                                       (6)          (28)
 Deferred tax                                                     -            (452)
 Total non-current liabilities                                    (117)        (700)

 Net Assets                                                       5,349        9,527

 Equity attributable to equity holders of the Group
 Share capital                                             16     378          306
 Share premium account                                     16     34,684       28,976
 Share-based payments reserve                              17     1,676        1,518
 Other reserves                                                   11,455       11,455
 Merger relief reserve                                            2,014        2,014
 Foreign exchange reserve                                         100          (20)
 Retained losses                                                  (44,958)     (34,722)
 Total equity attributable to equity holders of the Group         5,349        9,527

 

Consolidated statement of changes in equity

for the year ended 31 December 2024

 

                                    Share capital  Share premium  Other reserves  Merger relief reserve  Share-based payments reserve  Foreign exchange reserve  Retained losses  Total equity
                                    £000           £000           £000            £000                   £000                          £000                      £000             £000
 Equity as at 1 January 2023        306            28,976         11,455          2,014                  893                           (8)                       (26,181)         17,455

 Comprehensive income for the year
 Loss for the year                  -              -              -               -                      -                             -                         (8,554)          (8,554)
 Foreign exchange movements         -              -              -               -                      -                             (12)                      -                (12)

 Transactions with owners
 Reserve transfer                   -              -              -               -                      (13)                          -                         13               -
 Share-based compensation           -              -              -               -                      638                           -                         -                638
 Total transactions with owners     -              -              -               -                      625                           -                         13               638

 Equity as at 31 December 2023      306            28,976         11,455          2,014                  1,518                         (20)                      (34,722)         9,527

Consolidated statement of changes in equity

for the year ended 31 December 2024 (continued)

 

                                    Share capital  Share premium  Other reserves  Merger relief reserve  Share-based payments reserve  Foreign exchange reserve  Retained losses  Total equity
                                    £000           £000           £000            £000                   £000                          £000                      £000             £000
 Equity as at 1 January 2024        306            28,976         11,455          2,014                  1,518                         (20)                      (34,722)         9,527

 Comprehensive income for the year
 Loss for the year                  -              -              -               -                      -                             -                         (10,236)         (10,236)
 Foreign exchange movements         -              -              -               -                      -                             120                       -                120

 Transactions with owners
 Issue of shares                    72             6,345          -               -                      -                             -                         -                6,417
 Share issue expenses               -              (637)          -               -                      -                             -                         -                (637)
 Share-based compensation           -              -              -               -                      158                           -                         -                158
 Total transactions with owners     72             5,708          -               -                      158                           -                         -                5,938

 Equity as at 31 December 2024      378            34,684         11,455          2,014                  1,676                         100                       (44,958)         5,349

 

 

Consolidated statement of cash flows

for the year ended 31 December 2024

                                                               31 December 2024

                                                                                 31 December 2023

                                                               £000              £000
 Cash flow from operating activities
 Loss for the financial year before tax                        (10,618)          (8,901)
 Finance income                                                (101)             (284)
 Finance costs                                                 22                15
 Share-based payment expense                                   158               638
 Depreciation                                                  307               390
 Amortisation                                                  139               106
 Impairment of property, plant and equipment                   163               -
 Impairment of intangible assets                               3,125             -
 Foreign exchange movements                                    177               135
                                                               (6,628)           (7,901)

 Changes in working capital
 Decrease in inventories                                       293               360
 (Increase) in trade and other receivables                     (634)             (1,003)
 (Decrease)/increase in trade and other payables               (1,834)           1,377
 (Decrease)/increase in provisions                             (85)              157
 (Increase)/decrease in RDEC receivable                        (267)             1,169

 Net cash used in operating activities                         (9,155)           (5,841)

 Cash flow from investing activities
 Purchase of property, plant and equipment                     (23)              (151)
 Sale of property, plant and equipment                         -                 5
 Maturity on short-term investments                            1,641             6,382
 Interest received                                             101               284

 Net cash received from in investing activities                1,719             6,520

 Cash flow from financing activities
 Issue of ordinary shares                                      6,417             -
 Share issue costs                                             (637)             -
 Repayment of loans                                            9                 38
 Capital payments on lease liabilities                         (119)             (203)
 Interest paid on lease liabilities                            (22)              (15)

 Net cash generated from financing activities                  5,648             (180)

 Net (decrease)/increase in cash and cash equivalents          (1,788)           499
 Exchange losses on cash and cash equivalents                  (66)              (171)
 Cash and cash equivalents at beginning of financial year      5,093             4,765

 Cash and cash equivalents at end of financial year            3,239             5,093

 

Notes to the financial information

 

1.            General information

 

Arecor Therapeutics plc ("Arecor" or the "Company") is a public limited
company registered in England and Wales at Chesterford Research Park, Little
Chesterford, Saffron Walden, CB10 1XL with registered number 13331147.

 

The principal activity of the Company is to act as a holding company. The
Company has two wholly owned trading subsidiaries; Arecor Limited and Tetris
Pharma Ltd (together with the Company, the "Group"). The Group's principal
activity is research and development, given the announced cessation of the
Tetris Pharma operations during 2025.

 

2.            Significant accounting policies

 

Basis of preparation

The results have been extracted from the audited financial statements of the
Group for the year ended 31 December 2024. The results do not constitute
statutory accounts within the meaning of Section 434 of the Companies Act
2006. Whilst the financial information included in this announcement has been
computed in accordance with the principles of UK-adopted international
accounting standards ('IFRS'), IFRIC interpretations and the Companies Act
2006 that applies to companies reporting under IFRS, this announcement does
not of itself contain sufficient information to comply with IFRS.

 

The Group will publish full financial statements that comply with IFRS. The
auditor has reported on those accounts. Their report for the accounts of the
year ended 31 December 2024 was unqualified and did not contain a statement
under section 498(2) or (3) of the Companies Act 2006. The auditor's report
includes reference to the material uncertainty relating to going concern. See
below for more details of the going concern assessment performed by the Board
of Directors. The statutory accounts for the year ended 31 December 2023 have
been delivered to the Registrar of Companies and received an unqualified
auditor's report which did not draw attention to any matters by way of
emphasis and did not contain statements under s498 (2) or (3) of the Companies
Act 2006.

 

The financial information has been prepared using the historical cost
convention and under the assumption that the Group operates on a going concern
basis. The principal accounting policies adopted in the preparation of the
consolidated financial statements are set out in the statutory accounts of
Arecor Therapeutics plc for the year ended 31 December 2023. They have been
consistently applied to the periods presented, unless otherwise stated.

 

The consolidated financial statements are presented in Great British pound
sterling which is also the Group's functional currency.

 

New and amended accounting standards that are mandatorily effective for the
current year.

The following new and amended standards and interpretations were applied
during the year. They have not had a significant impact on the consolidated
financial statements:

 

·      Classification of Liabilities as Current or Non-current
(Amendments to IAS 1)

·      Liability in a Sale and Leaseback (Amendments to IFRS 16)

·      Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

·      Non-current Liabilities with Covenants (Amendments to IAS 1)

 

Exceptional items

Exceptional items are disclosed separately in the financial statements, where
it is necessary to do so to provide further understanding of the financial
performance of the Group. These are items that are material, either because of
their size or nature, or that are non-recurring.

 

Going Concern

During the year ended 31 December 2024, the Group incurred an operating loss
of £10.7 million and cash used in operating activities was £9.2 million. As
a clinical stage biotech Group, Arecor has incurred net operating losses since
inception and expects such losses in future periods. At 31 December 2024, the
Group's retained losses were £45.0 million and it held £3.3 million of cash
and short-term investments.

 

The £9.2 million cash used in operating activities in 2024 included £3.2
million used by Tetris Pharma. The Tetris Pharma expenditure is winding down
in 2025 and is expected to be below 50% of the prior year expenditure.  As
previously purchased inventory is sold, it is expected that Tetris Pharma will
be cash positive in 2025. Research & Development expenditure totalled
£3.0 million in 2024.  The majority of external research and development
expenditure is not committed, and the timing and extent of uncommitted
expenditure afford significant flexibility in the allocation of resources.

 

The Group finances its operations through share issuances and partnering
revenue. In the second half of 2024, the Group raised £5.8 million in net
proceeds from issuances of shares.

 

The Group's base case cash flow forecast suggests that it could continue to
operate with cash currently held until March 2026, which is less than a year
from the date of approval of these financial statements. Therefore, the Group
will need to raise additional funding in or before Q1 2026 under the base
case.  The Group also performed a worst-case analysis where revenues
decreased by 15% over the period (versus the base case), suggesting that it
could continue to operate with cash currently held until January 2026,
requiring Arecor to raise additional funding in or before Q1 2026.  While the
Group has historically succeeded in securing further cash, financing from
share issuances and partnering revenue is dependent on market conditions and
the decisions of the Group's existing shareholders, potential investors, and
existing or future potential partners. These stakeholders and potential
receipts are not controlled by the Group, and material uncertainties therefore
exist which may cast significant doubt on its ability to continue as a going
concern. Since these options continue to represent realistic and effective
sources of future financing which, despite the uncertainty, would ensure the
Group and Company have sufficient funds to continue operating for at least a
year, the Board has prepared the financial statements on a going concern
basis.

 

Prior-Period restatement

Per IAS1, the Income Statement can be presented using either the 'nature of
expense' method or the 'function of expense' method. These consolidated
financial statements use the 'function of expense' method: however, this
requires the separation of cost of sales from other expenses within the Income
Statement. This separation was not shown in prior years and therefore the
restatement of the prior year comparatives is a material prior-period
error.

 

The restated Income Statement for the year ended December 2023 discloses a
cost of sales of £3,322k (prior: £ nil). The sales, general and
administrative expenses line is restated to £6,167k (prior: £8,913k) and the
research and development expenses line is restated to £5,401k (prior:
£5,977k).  There was no impact to the loss before tax or the loss after tax,
and no impact to the balance sheet brought forward.

 

Cost of sales includes all costs directly attributable to the sale of products
(purchased finished goods, raw materials, packaging, and freight). They also
include staff costs directly attributable to partnered formulation development
revenue.

 

3.            Critical accounting judgements and key sources of
estimation uncertainty

 

Critical accounting judgements

 

Impairment of goodwill and intangible assets

As required by IAS 36 - Impairment of Assets, goodwill is reviewed and tested
for impairment each year. The value in the use of the cash generating unit to
which the goodwill is associated are calculated and compared to the carrying
value of the assets. This requires management to estimate the present value of
future cashflows by applying an appropriate discount rate on the estimated
future performance of the cash generating unit. For goodwill generated on the
acquisition of Tetris Pharma Ltd, a review of the carrying value of the assets
has been performed and at the reporting date the goodwill was fully impaired.
The key reason for impairment was that the financial performance for Tetris
Pharma Ltd remained significantly below expectations and this led management
to decide that volumes would not be able to be sold at levels that would make
the entity profitable. On 9 January 2025, Arecor Therapeutics plc decided to
cease operations within the Group's subsidiary Tetris Pharma during 2025.

 

The valuation of the intangibles principally reflects the license and
distribution agreement for Ogluo® in the UK and Europe less any deduction
required following any annual impairment review. Given the performance of
Tetris Pharma Ltd mentioned above, it was decided that the intangible assets
were fully impaired.

 

Revenue recognition for formulation development (revenue recognised from
contracts with partners - over time)

 

The Group has identified three key areas of judgement within the partner
agreements. Firstly, in relation to the number of distinct performance
obligations contained within each collaboration agreement; secondly the fair
value allocation of revenue to each performance obligation based on its
relative stand-alone selling price; and thirdly the timing of revenue
recognition based on the achievement of the relevant performance obligation.

 

The judgements with regards to the number of distinct performance obligations
and the fair value allocation of revenue to each performance obligation, based
on relative stand-alone selling price, takes place on a contract-by-contract
basis across numerous contracts entered into by the Group. As these judgements
take place across numerous contracts, each with different characteristics, it
is not practical to provide a quantitative analysis of the impact of applying
different judgements, and the Directors do not believe that disclosing a range
of outcomes resulting from applying different judgements provides meaningful
information to the reader of the financial statements. Consequently, no
quantitative analysis has been provided for these judgements.

 

Key sources of estimation uncertainty

Share-based payments

During the year, the Group has granted share options to staff. These options
have no other requirements than the employees continuing to be employed by the
Company until the option vesting date. These options were valued using the
Black-Scholes model.

 

The Group also granted Long-Term Incentive Plan (LTIP) options to the
Leadership Team which include specific performance criteria. The fair value of
these options was calculated using a Monte Carlo simulation model.

 

Estimates and judgements are used in the calculation of share-based payments.
This includes the future volatility of the share price and the use of an
appropriate interest rate. Within the active LTIP agreements, there is also a
performance obligation for the signing of a significant commercial deal.
Depending on the duration of the vesting period remaining, this percentage
ranges from 15%-55% on a sliding scale. If this was amended to 100% for all
schemes, then there would have been a further charge to the Income Statement
of £148k in the year. If this was amended to 0% for all schemes, then the
current charge to the Income Statement would have been reduced by £45k in the
year. Management do not believe that there is a significant risk of a material
adjustment in the next 12 months.

 

4.            Revenue and operating segments

 

The geographic analysis of the Group's revenue is as follows:

 

              31 December  31 December
              2024         2023
              £000         £000
 UK           2,884        2,893
 Switzerland  618          488
 Germany      598          332
 Netherlands  433          -
 Italy        54           274
 USA          466          556
 India        -            30
              5,053        4,573

 

The geographic analysis of the Group's non-current assets is as follows:

 

              31 December  31 December
              2024         2023
              £000         £000
 UK           488          4,075
 Netherlands  -            132
              488          4,207

 

Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision makers. Information
reported includes revenue, expenditure by type and department, cashflows and
EBITDA for the Group.

 

5.            Other operating income

 

               31 December  31 December
               2024         2023
               £000         £000
 Grant Income  -            1,028
 RDEC Claim    267          114
               267          1,142

 

Other operating income totalled £0.3 million (2023: £1.1 million). The
Government R&D Expenditure Scheme ("RDEC") income of £0.3 million was a
£0.2 million increase (2023: £0.1 million) offset by a fall in grant income
from £1.0 million to zero. The 2024 RDEC income includes a £0.1 million
increase to the 2023 calculated income.

 

6.            Exceptional items

 

                                              31 December  31 December
                                              2024         2023
                                              £000         £000
 Impairment of goodwill                       1,484        -
 Impairment of intangible assets (licences)   1,641        -
 Impairment of property, plant and equipment  163          -
                                              3,288        -

 

As per the requirements of IAS 36, Impairment of Assets, the Group considers
on an annual basis the carrying value of its assets against the recoverable
amount.

 

The recoverable amount for assets relating to Tetris Pharma Ltd were
determined by comparing the discounted future free cash flows of the company
against the carrying value of the assets. As detailed within note 12, these
key assumptions for Tetris Pharma Ltd include the level of sales and sales
growth, the gross margins obtainable for Ogluo® in the different products and
territories and assumptions surrounding the discount rates and terminal growth
rates that drive the models. In assessing what were considered the most likely
outcomes to a range of scenarios, Management is of the opinion that the
non-current assets in Tetris Pharma Ltd were not recoverable and were
therefore impaired in full. This impairment was recognised as a loss in
through the Income Statement.

 

Prior to the impairment there was a deferred tax liability of £421k which
related to the licences of £1,641k. This liability has been released and is
recognised within the taxation line in the Income Statement.

 

7.            Taxation

 

The total tax credit within the consolidated income statement is as follows:

 

                                                                                31 December  31 December
                                                                                2024         2023
                                                                                £000         £000
 Loss before tax                                                                (10,618)     (8,901)
 Loss on ordinary activities multiplied by standard rate of corporation tax in  (2,655)      (2,092)
 the UK of 25.00% (2023: 23.50%)
 Tax effects of:
 Expenses not deductible for tax purposes                                       1,255        443
 Enhanced R&D relief                                                            (200)        (380)
 Surrender of losses at a different rate of tax from R&D tax credits            260          403
 Prior period adjustment to R&D tax credits                                     213          40
 Unrecognised deferred tax                                                      1,167        1,271
 Origination and reversal of timing differences                                 (422)        (32)

 Total tax (credit)                                                             (382)        (347)

 

The group is eligible for UK SME Research and Development tax credits and
Research and Development Expenditure Credit for the year. Tax credits relating
to the SME scheme are recognised within the total tax above, and the
Expenditure Credit is recognised within Other Income. Changes in the rates and
available schemes for Research and Development incentives provided by the UK
Government will impact the future tax charges/credits.

 

8.            Basic and diluted loss per share

 

Basic loss per share is calculated by dividing the loss attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding during the year.

 

The diluted loss per share is considered to be the same as the basic loss per
share. Potential dilutive shares are not treated as dilutive where they would
result in a loss per share.

 

                                            31 December  31 December
                                            2024         2023
                                            £            £
 Loss per share from continuing operations  (0.31)       (0.28)

 

The loss and weighted average number of ordinary shares used in the
calculation of basic loss per share are as follows:

 

                                                                         31 December  31 December
                                                                         2024         2023
                                                                         £000         £000
 Loss used in the calculation of total basic and diluted loss per share  (10,236)     (8,554)

 

                                                                           31 December  31 December
                                                                           2024         2023
 Number of shares                                                          Number       Number
 Weighted average number of ordinary shares for the purposes of basic and  33,439,766   30,622,622
 diluted loss per share

 

9.            Intangible assets

 

                          Patents  Licenses  Software  Total
                          £000     £000      £000      £000
 Cost
 At 1 January 2023        150      1,933     48        2,131
 Additions                -        -         -         -
 At 31 December 2023      150      1,933     48        2,131

 Additions                -        -         -         -
 At 31 December 2024      150      1,933     48        2,131

 Amortisation
 At 1 January 2023        128      83        2         213
 Charge for the year       8       89        9         106
 At 31 December 2023       136     172       11        319

 Charge for the year      8        121       10        139
 Impairment for the year  -        1,640     -         1,640
 At 31 December 2024      144      1,933     21        2,098

 Net book value
 At 31 December 2023      14       1,761     37        1,812

 At 31 December 2024      6        -         27        33

 

Amortisation is recognised within administrative expenses. Impairment is
disclosed within exceptional items.

 

Patents are amortised over the period of the patent life (0.8 years
remaining). Software is amortised over 5 years (3.1 years remaining), which is
considered to be the useful life.

 

As per the requirements of IAS 36, Impairment of Assets, the Group considers
on an annual basis the carrying value of its assets against the recoverable
amount. It was decided that an impairment of £1,640k (2023: £ nil) would be
recognised on the sale and distribution licences that related to Tetris Pharma
Ltd. The licences are included in the Tetris Pharma Ltd cash generating unit,
further information regarding this is included in note 10.

 

10.          Goodwill

 

                                                   31 December  31 December
                                                   2024         2023
                                                   £000         £000
 Goodwill on the acquisition of Tetris Pharma Ltd  -            1,484
                                                   -            1,484

 

The goodwill arising at the date of acquisition has been tested for
impairment. The recoverable amount of goodwill has been calculated based on
their value in use with key assumptions including sales levels and projected
sales growth, the gross margins obtainable for the different products and
territories and assumptions surrounding the discount rates and terminal growth
rates that drive the models. The discount rates have been estimated using
pre-tax Weighted Average Costs of Capital (WACC) that reflect the current
market assessments of the time value of money. The primary reason for
movements in these rates between years is the movement in the underlying
risk-free rate (defined as the UK Government 30-year bond yield). Sales
forecasts and margin expectations are the latest forecasts being used by
Tetris Pharma Ltd that have been approved by the Board.

 

The key assumptions for the cash generating unit are as follows:

 

 Key assumption        31 December 2024  31 December 2023

 Pre-tax WACC          15%               13%
 Terminal Growth       2%                2%
 Revenue Growth        16%               34%
 Average Gross Margin  18%               27%

 

Following a value in use assessment, management decided that an impairment of
£1,484k (2023: £ nil) was required due to the recoverable amount being £
nil.

 

The key reason for impairment was that the financial performance for Tetris
Pharma Ltd remained significantly below expectations and this led management
to decide that volumes would not be able to be sold at levels that would make
the entity profitable. The goodwill is included in the Tetris Pharma Ltd cash
generating unit and it was impaired in full (£1,484k). This is recognised
within exceptional items in the Income Statement.

 

11.          Trade and other receivables

 

                                    31 December  31 December
 Non-current receivables            2024         2023
                                    £000         £000
 Amounts receivable from employees  6            27
 Other receivables                  49           50
                                    55           77

 

                                                31 December  31 December
 Current receivables                            2024         2023
                                                £000         £000
 Trade receivables                              2,531        2,268
 Other receivables                              37           102
 Amounts receivable from employees              66           129
 Accrued income                                 240          87
 Accrued grant income (other operating income)  -            280
 Prepayments                                    971          323
                                                3,845        3,189

 

12.          Cash and cash equivalents

 

                     31 December  31 December
                     2024         2023
                     £000         £000
 Cash at bank (GBP)  3,068        4,299
 Cash at bank (USD)  25           570
 Cash at bank (EUR)  146          224
                     3,239        5,093

 

At the reporting date all significant cash and cash equivalents were deposited
in the UK with large international banks.

 

13.   Short-term investments

 

                                                 31 December  31 December
                                                 2024         2023
                                                 £000         £000
 Short-term investments held in notice accounts  18           1,659
                                                 18           1,659

 

14.          Inventory

 

                                              31 December  31 December
                                              2024         2023
                                              £000         £000
 Finished goods or goods for re-sale          443          479
 Goods for packaging and packaging materials  35           258
 Bulk pharmaceutical materials                -            34
                                              478          771

 

Finished goods, goods for re-sale and goods for packaging relate to
pharmaceutical products sold by Tetris Pharma Ltd.

 

During the year £2,786k of inventory was recognised as an expense (2023:
£2,746k).   This included £95k (2023: £737k) recognised as an expense in
relation to writing down inventory to its net realisable value, offset by a
£37k reduction in the prior year provision when sales increased for inventory
previously categorised as slow-moving (2023: £193k).

 

15.          Trade and other payables

 

                                31 December  31 December
                                2024         2023
                                £000         £000
 Trade payables                 1,023        2,246
 Other tax and social security  93           100
 Other creditors                92           192
 Contract liabilities           85           232
 Accruals                       1,776        2,133
                                3,069        4,903

 

As at 31 December 2024 amounts paid in advance of £0.1 million (2023: £0.2
million) were reported as contract liabilities. These are expected to be
recognised within the next financial year.

 

Included within accruals at the reporting date was a balance of £ nil (2023:
£0.3 million) relating to clinical study costs.

 

16.          Share capital

 

                                      31 December  31 December
                                      2024         2024
                                      Number       Nominal value
                                                   £000
 Ordinary shares - par value £0.01

 Allotted, called up and fully paid
 Ordinary shares of £0.01             37,756,601   378
 As at 31 December 2024               37,756,601   378

 

                                      31 December  31 December
                                      2023         2023
                                      Number       Nominal value
                                                   £000
 Ordinary shares - par value £0.01

 Allotted, called up and fully paid
 Ordinary shares of £0.01             30,626,986   306
 As at 31 December 2023               30,626,986   306

 

The Company has a single class of Ordinary share that bear no rights to fixed
income.

 

The following shares were issued in the periods presented:

 

                                                 Share    Share
                                     Number      Capital  Premium
                                                 £000     £000
 As at 1 January 2024                30,626,986  306      28,976
 Issue of Ordinary shares of £0.01   7,129,615   72       6,345
 Share issue expenses                -           -        (637)
 As at 31 December 2024              37,756,601  378      34,684

 

                                                                              Share    Share
                                                                  Number      Capital  Premium
                                                                              £000     £000
 At 1 January 2023                                                30,618,183  306      28,976
 Issue of Ordinary shares of £0.01 on exercise of share options   8,803       -        -
 At 31 December 2023                                              30,626,986  306      28,976

 

17.          Share-based payments

 

Share Options

 

The Company operates an All-Employee Share Option Plan (AESOP) and grants
share options to eligible employees.

The ordinary shares acquired on exercise of the LTIP options are subject to a
holding period of a minimum of one year from the date of vesting.

 

                                  Number of options
 Balance as at 1 January 2023     1,627,803
 Options vested and exercised     (8,803)
 AESOP options granted            86,250
 LTIP options granted             190,000
 Options lapsed (AESOP and LTIP)  (236,917)
 Balance as at 31 December 2023   1,658,333

 AESOP options granted            382,250
 LTIP options granted             820,000
 Options lapsed (AESOP and LTIP)  (588,583)
 Balance as at 31 December 2024   2,272,000

 

Details of the number of share options and the Weighted Average Exercise Price
(WAEP) outstanding during each period presented are as follows:

 

                                                      Directors        Staff
 31 December 2024                                     Number of  WAEP  Number of  WAEP

                                                      Options    £     Options    £
 Outstanding at the beginning of the year             799,333    0.66  859,000    1.29
 Issued                                               386,000    0.28  816,250    0.62
 Exercised                                            -          -     -          -
 Expired                                              (156,333)  1.38  (432,250)  0.98

 Outstanding at the year end                          1,029,000  0.41  1,243,000  0.96

 Number vested and exercisable at 31 December 2024    530,000          155,000
 Weighted average remaining contractual life (years)  7.8              8.4

 

                                           Directors        Staff
 31 December 2023                          Number of  WAEP  Number of  WAEP
                                           Options    £     Options    £
 Outstanding at the beginning of the year  799,333    0.66  828,470    1.43
 Issued                                    -          -     276,250    0.80
 Exercised                                 -          -     (8,803)    0.01
 Expired                                   -          -     (236,917)  1.25

 Outstanding at the year end               799,333    0.66  859,000    1.29

 

18.          Ultimate controlling party and related party
transactions

 

The Directors do not consider there to be an ultimate controlling party.

 

During July 2024, Sarah Howell purchased 16,666 shares, Andrew Richards
purchased 27,777 shares, Alan Smith purchased 22,222 shares, Sam Fazeli
purchased 27,777 shares and Christine Soden purchased 11,111 shares. All these
share purchases took place at 90p per share.

 

19.          Post balance sheet events

 

On 9 January 2025, Arecor Therapeutics plc decided to cease operations within
the Group's subsidiary Tetris Pharma Limited during 2025. This strategic
decision to cease Tetris Pharma operations will enable the Group to focus its
efforts and resources on opportunities that offer higher potential for value
creation. The consolidated loss after tax in Tetris Pharma Limited for 2024
was £2.1 million (2023: £2.3 million) and net assets were £1.6 million
(2023: £1.7 million).  These amounts exclude intercompany charges and
intercompany liabilities.  No estimate can be made of the financial effect of
the Tetris cessation during 2025 due to the level of uncertainty.

 

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