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RNS Number : 0814A  Arecor Therapeutics PLC  13 April 2026

 

Arecor Therapeutics plc

("Arecor" or the "Company")

 

Full Year results to 31 December 2025

Cambridge, UK, 13 April 2026: Arecor Therapeutics plc (AIM: AREC), a
clinical-stage biotech company developing superior therapeutics that can
reduce treatment burden and improve outcomes for people living with diabetes,
obesity and other cardiometabolic diseases, announces its audited full year
results for the

12 months ended 31 December 2025.

Operational highlights

Diabetes

·    Lead product AT278, the disruptive ultra-concentrated,
ultra-rapid-acting (500U/mL) insulin, designed to transform Automated Insulin
Delivery (AID) systems, has advanced across both product development and
commercial partnering

·    Co-development deal signed in September 2025 with US insulin pump
device company, Sequel Med Tech ('Sequel') for Phase-2-enabling development
activities to combine AT278, with Sequel's twiist™ AID system

·    Positive FDA feedback on Phase 2 clinical study design for AT278, in
combination with an AID system

·    Phase 2 trial-enabling work progressing well; Phase 2 clinical trial
anticipated to start during 2H 2026

·    Post year end, Arecor and Sequel have confirmed their strategic intent
to enter a broader, co-development and commercialisation partnership

Oral delivery of peptides

·    Positive in-vitro progress in the development of an oral delivery
platform, initially focussed on oral GLP-1 receptor agonist

·    New international patent filed, claiming novel compositions to improve
oral bioavailability of complex peptides

·    Non-clinical pharmacokinetic studies to inform optimum approach to
improve bioavailability will be generated during 2026

Partnership portfolio

·    Three new formulation development collaborations signed for Arestat®
platform technology, with total pre-license revenue of over £1 million

·    Expanded IP protection in major territories including the US, Europe
and India

Financial highlights

·    Sale of royalty and technology access fee streams via royalty
financing agreement with Ligand Pharmaceuticals ("Ligand") in September 2025,
raised $11 million non-dilutive funding

o  $7m received up front, with $4m in milestone payments, of which $0.5
million has already been received and a further $0.5m payment is expected
during 2026

·    Total revenue, including discontinued operations, of £3.1 million
(2024: £5.1 million), decrease due to the cessation of operations at Tetris
Pharma

·    Cash and cash equivalents at £6.1 million (2024: £3.2 million)

Sarah Howell, Chief Executive Officer of Arecor, commented:

"Arecor is actively addressing high growth, multi-billion-dollar markets
through our focus on two core therapeutic areas, diabetes and oral delivery of
peptides. These are both areas of unmet patient need which have the potential
to generate significant value for shareholders.

"Lead product AT278 has progressed in both product development and commercial
partnering, most notably with the US FDA clinical and regulatory pathway and
through partnering with commercial insulin pump device companies as our
preferred route to market. Positive discussions are at an advanced stage on a
further co-development and commercialisation partnership for the Phase 2 trial
and beyond, and remain a priority for us.

"The current focus for the Board is to secure the best possible deal to take
AT278 into Phase 2 in 2H 2026 and to advance our oral peptide delivery
platform. We are doing this with careful financial management to ensure we
have sufficient time and resource to achieve our strategic objectives."

-Ends-

Analyst and investor presentations

Dr Sarah Howell, Chief Executive Officer, and David Ellam, Chief Financial
Officer, will host a webcast for analysts and institutional investors at
9.30am UK time on Monday, 13 April 2026. To register, please contact
arecor@vigoconsulting.com. A copy of the results presentation will be released
after the meeting on the Company website at www.arecor.com
(http://www.arecor.com/) .

For private investors, there will be a presentation via the Investor Meet
Company (https://www.investormeetcompany.com/) platform at 11.00am UK time on
Thursday 23 April 2026. To register, please see
https://www.investormeetcompany.com/companies/arecor-therapeutics-plc
(https://www.investormeetcompany.com/companies/arecor-therapeutics-plc) .

 

For more information, please contact:

 Arecor Therapeutics plc

Dr Sarah Howell, Chief Executive Officer

David Ellam, Chief Financial Officer            +44 (0) 1223 426060

                                                  info@arecor.com
 Singer Capital Markets Advisory LLP

(NOMAD and Broker)

 Phil Davies, James Fischer                       +44 (0) 20 7496 3000
 Vigo Consulting (Financial Communications)       +44 (0) 20 7390 0230
 Melanie Toyne-Sewell, Rozi Morris

                                                  arecor@vigoconsulting.com
 Vida Strategic Partners (US Investor Relations)  +1 (415) 675-7401

 Stephanie Diaz                                   sdiaz@vidasp.com

 

 

Notes to Editors

About Arecor

Arecor Therapeutics plc (AIM: AREC) is a clinical-stage biotech company
developing superior therapeutics that can reduce treatment burden and improve
outcomes for people living with diabetes, obesity and other cardiometabolic
diseases.

Lead product, AT278, is the only ultra-concentrated (500U/mL)
ultra-rapid-acting insulin in development. Arecor has signed an initial
strategic partnership with Sequel Med Tech, a leading automated insulin
delivery (AID) system company to co-develop AT278 in combination with Sequel's
twiist™ AID system. Clinically de-risked, AT278 is designed to transform AID
systems, addressing a multi-billion-dollar diabetes market. Arecor is also
developing a novel oral delivery platform for peptides with GLP-1 receptor
agonists its first validation target.

The Company is listed on AIM (AIM: AREC) and is based in Cambridge, UK. For
further details please see www.arecor.com (http://www.arecor.com/) .

Arecor® and Arestat® are registered trademarks of Arecor Limited.

 

 

Chair's Statement

As Chair, I am pleased to report real progress with our focussed strategy to
maximise shareholder value based on key innovations that our team in Cambridge
have generated. Most importantly, the progress made with our lead therapeutic
product: ultra-concentrated, ultra-rapid-acting insulin AT278.

In last year's annual report, we described our strategy to concentrate
resources on developing superior drug products and delivery technologies for
chronic conditions, aiming to reduce the disease burden and improve outcomes
for patients.

Our focus is on two core product areas: diabetes and the oral delivery of
peptides, both of which are high growth multi-billion-dollar markets where our
innovative technology and drug development expertise gives us a competitive
edge. During the year we have made significant progress enabling us to achieve
key value points whilst also exercising appropriate cost controls to extend
our cash runway, including the cessation of operations at Tetris Pharma,
removing cost and cash burn from the business. For AT278 we have advanced both
product and commercial development, most notably with the US Food and Drug
Administration (FDA) regulatory pathway and through partnering with commercial
insulin pump device companies as our preferred route to market.

In early September 2025, we announced a positive Type C meeting with the FDA
for AT278 in people with both type 1 and type 2 diabetes with high daily
insulin needs. The feedback and guidance on the innovative design of the Phase
2 clinical study for AT278 delivered by continuous infusion via an AID
(Automated Insulin Delivery) system was a major achievement for Arecor ahead
of our anticipated Investigational New Drug (IND) submission and a significant
step toward a successful Phase 2 study.

Also in September 2025, Arecor signed a co-development deal with Sequel Med
Tech LLC ('Sequel'), a company developing state-of-the-art insulin delivery
technologies, covering all trial-enabling development activities for the AT278
development programme to achieve Phase 2 trial-ready status. Both companies
have confirmed their strategic intent to enter a broader, co-development and
commercialisation partnership. This would enable the further development and
future commercialisation of AT278 in a next generation AID system, serving a
key unmet patient need in a high value market. Arecor has established strong
principles for managing "win-win" partnerships which have been honed through
our established partnership and licensing business.

The Board explored a variety of options for funding AT278 co-development and,
in order to minimise shareholder dilution, elected to close a royalty
financing transaction alongside the Sequel co-development deal. An $11.0
million sale of certain royalty rights was agreed with Ligand Pharmaceuticals
("Ligand") and generated an initial $7.0 million (£5.2 million) of
non-refundable cash upfront, with a further $4.0 million to be payable upon
achievement of certain commercial milestones. $0.5 million of that has been
received in 2026 with a further $0.5 million to be expected later in 2026.
This deal has provided headroom to proceed with Phase 2 trial-enabling
activities, continue initial low-cost pharmacokinetic/dynamic (PKD) studies
for the oral delivery of peptides platform and to strengthen the balance
sheet.

Moving forward, the Board is prioritising time and cash resources in order to
secure the best possible deal to take AT278 into Phase 2 in 2H 2026 and to
continue to advance the data package for the oral delivery of peptides.

Outlook

The team has delivered on our 2025 aims to raise funds and to establish an
initial AT278 co-development agreement, whilst starting to build a data
package for the oral delivery of peptides. Arecor's priority for the current
financial year is to continue driving the strategic plan for our two core
product areas.

Positive negotiations are in progress on a broader co-development and
commercialisation partnership for the Phase 2 trial and beyond and are a
current key focus for management.

The Board has a high level of conviction in Arecor's focussed strategy. We
remain excited by the positive impact that we can have for outcomes for people
living with diabetes and other cardiometabolic diseases, through both the
combination of our ultra-rapid-acting and ultra-concentrated AT278 insulin
with increasingly accurate AID systems worn for extended periods of time, and
also our developments in the exciting field of oral peptide delivery.

 

Andrew Richards

Non-Executive Chair

 

Chief Executive Officer's review

Operational Review

Our focus is on two core product areas: diabetes and the oral delivery of
peptides, both of which are high growth multi-billion-dollar markets where our
innovative technology and drug development expertise gives us a competitive
edge. During the year, we have made significant progress enabling us to
achieve key value points whilst also exercising appropriate cost controls to
extend our cash runway, including the cessation of operations at Tetris
Pharma, removing cost and cash burn from the business. For AT278 we have
advanced both product development and commercial partnering, most notably with
the US Food and Drug Administration (FDA) regulatory pathway and through
partnering with commercial insulin pump device companies as our preferred
route to market.

AT278: A disruptor insulin

AT278 (500U/mL) is the only ultra-concentrated and ultra-rapid-acting insulin
in development. Its combination of both ultra-high concentration (five times
the concentration of standard insulins used in insulin pumps today) and its
superior PK/PD profile can broaden access and unlock the next generation of
longer wear and miniaturized AID (automated insulin delivery) systems.

AT278 is clinically de-risked, having previously demonstrated pharmacokinetic
and pharmacodynamic superiority across two Phase 1 clinical studies in both
type 1 and high BMI type 2 diabetics, compared to today's gold standard
insulins.

AT278: Sequel Partnership

During 2025, we entered into a co-development partnership with Sequel Med Tech
- a company developing state-of-the-art insulin delivery technologies. The
agreement combines our ultra-concentrated, ultra-rapid-acting insulin (AT278),
with Sequel's next generation AID system, twiist™. This partnership is a
major milestone, furthering our ambitions to realise AT278's significant
benefits for people living with diabetes, as well as building substantial
value for our shareholders.

Under the agreement, Arecor and Sequel have committed up to $1.3 million each
to fund Phase 2-enabling development work for AT278 combined with twiist™.
This work is underway and progressing to plan, such that we anticipate being
ready to enter the Phase 2 clinical study during 2H 2026, contingent upon FDA
approval and additional funding.

In addition, positive negotiations are underway on a broader co-development
and commercialisation partnership for the Phase 2 trial and beyond, which is
currently a key focus for management.

Progress towards Phase 2

During the year, we made significant progress in bringing this potentially
life-changing ultra-concentrated, ultra-rapid-acting insulin and AID
combination to patients, with positive feedback from the US FDA on our
first-of-a-kind Phase 2 clinical study design for AT278, in combination with
an AID system in people with both type 1 and type 2 diabetes. This is an
important step towards a successful Phase 2 study.

This will be the first time that an ultra-concentrated, ultra-rapid-acting
insulin will be assessed in combination with an AID system in a clinical
study. The design of the trial will also generate data which will be key in
demonstrating the benefit to patients and the economic value of this new
treatment option.

We anticipate a Phase 3 study being required before the AT278/AID combination
can be approved for patient use and commercialised.

AT278 market potential

Diabetes is a high-demand market, with more than half a billion people living
with diabetes worldwide. There remains significant unmet patient need in
diabetes care, particularly the need for rapid-acting and more concentrated
insulins, which is where Arecor is focussed.

Our next-generation insulins have demonstrated clear superiority to the best
insulins available to patients today and, with the potential to enable
state-of-the-art, miniaturized insulin pumps, could significantly improve
healthcare outcomes, broaden access and reduce burden for people living with
diabetes.

People with diabetes (PWDs) who use AID systems, facilitating the continuous
delivery of insulin to control their blood glucose levels, achieve better
outcomes. However, even in the US where insulin pump use is greatest, only
around 40% of type 1 diabetics and around 5% of type 2 diabetics use an
insulin pump.

The dynamics in this market are such that all the major pump innovators are
now looking to achieve longer wear (7 days+), as well as miniaturisation and
better access to people with type 2 diabetes. All of which requires an
ultra-concentrated and ultra-rapid-acting insulin to be effective.

In the American Diabetes Association (ADA) 2026 "Standards of Care in
Diabetes" guidelines, AID systems are established as the preferred method of
insulin delivery for individuals with type 1 diabetes and type 2 diabetes on
multiple daily injections (MDI). The guidelines are based on "Level A
Evidence", which means clear evidence from well-conducted and appropriately
powered clinical studies, demonstrating improved outcomes including higher
time in range (TIR) and lower A1C. For the first time, the 2026 guidelines
recommend early initiation of AID, both for type 1 and for type 2, as a
preferred treatment to MDI regardless of duration of diabetes or biomarker
levels such as C-peptide or islet autoantibodies.

However, anyone requiring >100 U/day cannot follow the ADA requirements
efficiently with the current 100 U/mL, because it is simply impossible to fill
enough insulin into the existing pump, even for the standard 3-day wear-time.
With the emphasis toward the 7-day+ wear anyone requiring >42 U/day will
not be able to take advantage of the full wear-time, which means that the
majority of the eligible PWDs will not be able to follow the ADA guidelines
efficiently using the current 100 U/mL insulins.

AT278 has been designed to address the significant unmet need for people
living with diabetes who require Intensive Insulin Therapy (IIT) - reducing
treatment burden, broadening access and improving outcomes.  The initial
target patient populations for a next generation AT278-AID system are:

1)    PWDs on >100U/day who cannot achieve 3-day wear-time with current
AID systems, which hold up to a maximum of 300 units of commercially available
100U/mL insulins

·    Nearly 50% of US IIT type 2 diabetics cannot reach even the current
standard of care 3-day wear.  AT278 has the potential to increase adoption in
this population, as almost all would achieve 3-day wear with AT278, unlocking
the significantly underpenetrated type 2 diabetic population

2)    PWDs already using AID systems, who could achieve longer wear (7+
days), and benefit from future pump miniaturisation as well as potentially
improved blood glucose control, and thus improved longer term outcomes

·    In the US, almost all type 2 diabetics and >50% of type 1 diabetics
on IIT cannot currently reach 7-day wear with an AID system

·    AT278's superior PK/PD profile offers the potential to improve blood
glucose Time-in-Range (the percentage of time blood glucose stays within a
target and a key measurement for diabetes management)

·    Of the ~4m PWD in the US on IIT, ~1m are on >100U/day (Segment 1
above) and a further ~1m are already using an insulin pump (Segment 2 above),
making a ~2m initial target patient population.  This represents an initial
US addressable market of over $3bn p.a., of which Arecor expects to capture a
meaningful proportion.  Further expansion beyond the US represents an
additional upside opportunity

Oral peptide delivery platform

One of our strategic priorities for 2025 was to focus R&D efforts on
exploring the potential for an effective oral delivery platform for
peptide-based therapeutics.

Peptides have come to the fore most recently in the form of weight loss
treatments, including GLP-1 receptor agonists treating patients with diabetes
and obesity.  They are increasingly recognised as an important class of
therapeutics to treat a wide range of chronic conditions. The global peptide
therapeutics market is projected to reach more than $100 billion by 2034,
growing at a CAGR of 10.8%.  However, almost all peptide drugs are currently
only available as injectables.

Oral delivery improves patient compliance and adherence, as well as cost and
thus patient access. This results in enhanced therapeutic efficacy and better
patient outcomes.  The oral delivery of peptides is extremely challenging as
their molecular characteristics result in very low oral bioavailability, i.e.
the amount of drug that makes it through the stomach and gut to be absorbed by
the body.

Arecor is leveraging its formulation and product development expertise to
develop a novel proprietary technology platform for the oral delivery of
peptides, focusing on significantly improving bioavailability.

Initial efforts are focussed on the development of an oral GLP-1 receptor
agonist (semaglutide) with enhanced bioavailability compared to current
marketed oral semaglutide products, such as Rybelsus®, which generated
revenue of $3.4 billion in FY25, despite only having a bioavailability of
<1%.

During the year, we generated initial positive results stabilising semaglutide
in our oral delivery formulations.  Our focus is now on optimising
bioavailability.  We will be conducting a series of non-clinical
pharmacokinetic studies during 2026 to inform the optimum approach to
improving bioavailability.

In July 2025, Arecor appointed a Scientific Advisory Board of internationally
recognised experts in the fields of oral drug delivery and peptide
therapeutics, specifically to support its oral peptide strategy. During

Q4 2025, we filed a patent application with the European Patent office,
claiming novel compositions to improve the oral bioavailability of complex
peptides.

Success with an oral GLP-1 would be highly translatable to the oral delivery
of a broad range of peptides, offering the potential to generate significant
value in a market that has expanded rapidly. More importantly, it would
validate the application of our technology in the broader, high value field of
oral peptides, across multiple therapeutic areas.

Non-Dilutive royalty financing

In September 2025, Arecor entered into a royalty financing agreement with
Ligand Pharmaceuticals to raise non-dilutive capital of up to $11 million
(£8.2 million). Under the terms of the Agreement, Arecor has sold the global
royalty rights related to AT220, an Arestat®-enhanced biosimilar product
marketed by a global pharmaceutical company, and all potential milestone and
technology access fees related to AT292 (licensed to Inhibrx, now Sanofi's
Efdoralprin alfa) to Ligand.

Under the terms of the agreement, Ligand will pay Arecor up to $11.0 million.
This includes a $7.0 million upfront cash payment and an additional $4.0
million, which will be payable upon the achievement of certain commercial
milestones related to AT220 and AT292, of which $0.5 million has already been
received in 2026 and a further $0.5m payment is expected during 2026.

The royalty financing agreement provided immediate, non-dilutive capital,
allowing the initiation of AT278 Phase 2-enabling activities without delay,
and strengthening Arecor's balance sheet for deal-making.

Arestat® platform partnering

During the year, Arecor signed three Arestat® formulation development
collaborations with a total pre-license revenue of over £1 million. In March
2025, the Company announced two new formulation development collaborations:
one with an unnamed clinical-stage biopharmaceutical company developing
peptide therapies, the other with a major global pharmaceutical partner.

These agreements were followed in May 2025 by a formulation development
collaboration with Skye Bioscience Inc. ("Skye"), a clinical-stage
biotechnology company focussed on obesity and other metabolic health
disorders. The partnership aims to develop a novel higher concentration
formulation of Skye's CB1 inhibitor, nimacimab, using the Arestat®
formulation technology platform. Together, these three collaborations provide
significant upside potential from future licensing opportunities.

Robust intellectual property portfolio

Arecor has a comprehensive global patent portfolio of over 100 granted patents
across key territories protecting both the Arestat™ technology platform as
well as the superior versions of therapeutic medicines that we develop
leveraging Arestat™.

During 2025, a total of seven new patents were granted in key territories
(Europe, US, Canada, China and South Korea) providing further protection for
the broader Arestat™ technology platform and Arecor's products. This
included three new patents in Europe, US and Canada protecting Arecor's
proprietary insulin products (AT247 and AT278).

A further European patent was also filed, claiming novel compositions to
improve oral bioavailability of complex peptides.

Tetris Pharma

In January 2025, Arecor announced its intention to cease operations within its
subsidiary, Tetris Pharma, and the return of Arecor's rights to Ogluo® to
Xeris BioPharma Holdings, Inc. This strategic decision has enabled Arecor to
focus on areas with higher potential for value creation for the business and
its shareholders.

In May 2025, rights to certain non-Ogluo® products were sold to Aspire Pharma
Limited for a cash payment of £0.5 million in return for the UK distribution
rights to the products and the transfer of the existing inventory. Tetris
Pharma ceased sales of Ogluo by 30 September 2025, and the Marketing
Authorisation has now been returned to Xeris BioPharma Holdings.

Summary and outlook

Arecor has now successfully refocussed its strategy on high growth
multi-billion-dollar markets where our innovative technology and drug
development expertise gives us a competitive edge.

We have made significant progress in progressing our clinically de-risked
disruptor insulin, AT278. The combination of AT278 with Sequel's twiist™ and
other AID systems would address key unmet needs for people living with
diabetes and is a compelling proposition for this growing market. Management
are highly focussed on delivering the next stage of development for AT278
including the completion of pre-enabling work, filing the IND with the FDA and
signing a co-development partnership for the Phase 2 trial which is
anticipated to start later in 2026. The Phase 2 clinical study will require
further funding which we are already exploring.

With our oral peptide delivery platform also generating data, Arecor continues
to use its proven expertise to drive multiple options in its strategy to
pursue high-value R&D opportunities, addressing unmet patient need and
with the potential to generate significant value for shareholders.  Progress
so far in 2026 has been encouraging and we are well positioned to deliver on
our milestones, now and in the future.

 

Sarah Howell

Chief Executive Officer

 

 

Financial Review

During the year, the Group has identified Tetris Pharma as a discontinued
operation.  The 2025 financial results separate the discontinued operations
from the ongoing core business and report the performance of these as a single
amount in the Consolidated income statement. The core business remains
focussed upon two product areas - diabetes and the oral development of
peptides.

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.
The secondary KPI is 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.

                                    2025     2024     2023
                                    000's    000's    000's
 Cash & Short-Term Investments      £6,130   £3,257   £6,752

 R&D Expenditure
    People                          £1,157   £1,073   £1,443
    Clinical and Other              £1,537   £1,968   £3,958
 Total R&D Expenditure              £2,694   £3,041   £5,401

At 31 December 2025 the Group had cash and short-term investments of £6.1
million (2024: £3.3 million). During 2025, proceeds from the royalty finance
agreement totalled £5.2 million, offset by net-cash used in continuing
operating activities of £3.1 million (2024: £5.7 million). Arecor will
continue to invest in its core areas of insulin and oral delivery platform
technology.  The Group finances its operations through share issuances,
royalty financing and partnering revenue, and is expecting to raise additional
funding by May-2027 to support further investment.  See the Going Concern
information within note 1 for further information.

Partner revenue for continuing operations increased in the year to £1.7
million (2024: £1.6 million), of which £0.6 million was non-repeating
royalty revenue (2024: £0.6 million).

Cost of Sales for continuing operations decreased by £0.3 million to £0.4
million (2024: £0.7 million) reflecting lower time spent on formulation
development projects during the year, as more time was spent on research and
development projects including AT278 and the oral development of peptides
platform.

Other Operating Income for continuing operations totalled £5.5 million (2024:
£0.3 million).  The gain on sale of royalty rights was £5.0 million (2024:
£nil). The R&D Expenditure Scheme ("RDEC") income was £0.3 million
(2024: £0.3 million). Amounts rechargeable to our co-development partner,
Sequel Med Tech, totalled £0.2 million (2024: £nil).

Research and Development ("R&D") Expenses for continuing operations
decreased by £0.3 million to £2.7 million for 2024 (2024: £3.0 million).
Direct clinical costs in 2025 decreased to £0.6 million (2024: £0.9
million).  2025 costs aligned with the focus on AT278, spending £0.4 million
on manufacturing and other Phase 2-enabling activities that are part of the
co-development agreement with Sequel Med Tech. In 2024, direct clinical costs
included £0.7 million in relation to the completion of the AT278-104 clinical
study.

General and Administrative ("G&A") Expenses for continuing operations
decreased by £0.1 million in 2025 to £3.2 million (2024: £3.3 million) due
to a decrease of £0.1 million in costs relating to being a public listed
company.

The profit before taxation for continuing operations amounted to £1.0 million
(2024: loss of £5.1 million), principally because of the gain on sale of
royalty rights. The R&D tax credit claim for 2025 should be filed in Q2
2026. The estimated 2025 SME tax credit is £nil (2024: £nil) as Arecor
Limited made a profit in 2025. The estimated claim under the RDEC scheme for
2025 is £0.3 million (2024: £0.3 million).

EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) for
continuing operations totalled £1.1 million (2024: negative £4.8 million).
Adjusted EBITDA adjusts for non-recurring items including exceptional items,
impairment, share-based compensation charges, and gain or loss on disposal of
assets and totalled negative £3.5 million (2024: negative £4.7 million). See
note 4 for the reconciliation for continuing operations from operating profit
to adjusted EBITDA.

Discontinued Operations incurred a loss after tax for the year of £0.3
million (2024: £5.1 million which included the exceptional impairment of
£3.3 million). Revenue for the year totalled £1.4 million (2024: £3.4
million). Net increase in cash and cash equivalents for the year was £1.1
million (2024: net decrease of £3.6 million).

Balance Sheet Items:

Current trade and other receivables decreased by £3.2 million to £0.6
million (2024: £3.8 million). Of this, £2.8 million is because there are no
longer any receivables or prepayments for Tetris Pharma.

Deferred consideration totalled £0.7 million (2024: £nil). This represents
monies expected under the Ligand royalty financing agreement during 2026.

Trade and other payables decreased by £1.7 million to £1.4 million (2024:
£3.1 million). Of this, £1.9 million is the reduction in payables and
accruals at Tetris Pharma.

 

David Ellam

Chief Financial Officer

 

 

Consolidated income statement

for the year ended 31 December 2025

 

                                                                           31 December  31 December
                                                                            2025         2024
                                                                    Notes               (restated)

                                                                           £000         £000

 Revenue                                                            2      1,714        1,643
 Cost of sales                                                             (448)        (724)
 Gross profit                                                              1,266        919

 Other operating income                                             3      5,534        267
 Research and Development expenses                                         (2,694)      (3,041)
 General & Administrative expenses                                         (3,174)      (3,321)
 Operating profit/(loss)                                                   932          (5,176)
 Finance income                                                            73           101
 Finance expense                                                           (11)         (18)
 Profit/(loss) before tax                                                  994          (5,093)
 Taxation charge                                                    5      (62)         (70)
 Profit/(Loss) for the financial year - Continuing operations              932          (5,163)
 Loss for the year - Discontinued operations                        12     (268)        (5,073)
 Profit/(Loss) for the year                                                664          (10,236)

 Basic and diluted earnings per share (£) - Continuing operations   6      0.02         (0.16)
 Basic and diluted earnings per share (£) - Total Group             6      0.02         (0.31)

 

 

The results for the year ended 31 December 2024 have been re-presented to
reflect that the results of parts of the business are now reported as
discontinued operations. See note 12 'Discontinued operations' for more
information.

 

A statement of other comprehensive income has not been presented as the only
item is foreign exchange movements of £203k debit (2024: £120k credit).

 

 

Consolidated statement of financial position

At 31 December 2025

                                                                  31 December  31 December
                                                                  2025         2024
                                                           Notes  £000         £000
 Non-Current assets
 Intangible assets                                         7      16           33
 Property, plant and equipment                                    298          400
 Other receivables                                                85           55
 Total non-current assets                                         399          488

 Current assets
 Trade and other receivables                                      628          3,845
 Current tax receivable                                           240          654
 Cash and cash equivalents                                 8      3,001        3,239
 Short-term investments                                    9      3,129        18
 Inventory                                                        -            478
 Deferred consideration                                    10     704          -
 Total current assets                                             7,702        8,234

 Current liabilities
 Trade and other payables                                         (1,415)      (3,069)
 Lease liabilities                                                (96)         (121)
 Provisions                                                       (99)         (66)
 Total current liabilities                                        (1,610)      (3,256)

 Non-current liabilities
 Lease liabilities                                                (2)          (111)
 Provisions                                                       (35)         (6)
 Total non-current liabilities                                    (37)         (117)
 Net Assets                                                       6,454        5,349

 Equity attributable to equity holders of the Group
 Share capital                                             11     378          378
 Share premium account                                            34,684       34,684
 Share-based payments reserve                                     2,320        1,676
 Other reserves                                                   11,455       11,455
 Merger relief reserve                                            2,014        2,014
 Foreign exchange reserve                                         (103)        100
 Retained losses                                                  (44,294)     (44,958)
 Total equity attributable to equity holders of the Group         6,454        5,349

 

 

Consolidated statement of changes in equity

for the year ended 31 December 2025

 

                                    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 2025        378            34,684         11,455          2,014                  1,676                         100                       (44,958)         5,349

 Comprehensive income for the year
 Profit for the year                -              -              -               -                      -                             -                         664              664
 Foreign exchange movements         -              -              -               -                      -                             (203)                     -                (203)

 Transactions with owners:
 Issue of shares                    -              -              -               -                      -                             -                         -                -
 Share issue expenses               -              -              -               -                      -                             -                         -                -
 Share-based compensation           -              -              -               -                      324                           -                         -                324
 Issue of warrants                  -              -              -               -                      320                           -                         -                320
 Equity as at 31 December 2025      378            34,684         11,455          2,014                  2,320                         (103)                     (44,294)         6,454

 

 

 

Consolidated statement of cash flows

for the year ended 31 December 2025

                                                                                 31 December 2025  31 December 2024

                                                                                                   (restated)
                                                                                 £000              £000
 Cash flow from operating activities
 Profit/(Loss) before taxation from continuing operations                        994               (5,093)
 Finance income                                                                  (73)              (101)
 Finance costs                                                                   11                18
 Gain-on-Sale of Intangibles                                                     (4,968)           -
 Gain-on-Sale of Property, Plant and Equipment                                   (9)               -
 Share-based payment expense                                                     324               156
 Depreciation                                                                    201               216
 Amortisation                                                                    14                139
                                                                                 (3,506)           (4,665)
 Changes in working capital
 (Increase)/decrease in trade and other receivables                              (366)             381
 (Decrease)/increase in trade and other payables                                 315               (1,065)
 (Decrease)/increase in provisions                                               40                (85)
 (Increase)/decrease in RDEC receivable                                          69                (267)

 Tax Received                                                                    364               -
 Net cash used in operating activities - continuing operations                   (3,084)           (5,701)
 Net cash (used in)/generated from operating activities - discontinued           721               (3,629)
 operations

 Cash flow from investing activities
 Purchase of property, plant and equipment                                       (99)              (8)
 (Purchase)/Maturity of short-term investments                                   (3,111)           1,641
 Sale of intangibles                                                             5,186             -
 Sale of property, plant and equipment                                           9                 -
 Interest received                                                               73                101
 Net cash generated from investing activities - continuing operations            2,058             1,734
 Net cash (used in)/generated from investing activities - discontinued           399               (15)
 operations

 Cash flow from financing activities
 Issue of ordinary shares                                                        -                 6,417
 Share issue costs                                                               -                 (637)
 Repayment of loans                                                              -                 9
 Capital payments on lease liabilities                                           (88)              (89)
 Interest paid on lease liabilities                                              (11)              (18)
 Net cash (used in)/generated from financing activities - continuing operations  (99)              5,682
 Net cash used in financing activities - discontinued operations                 (49)              (36)

 Net decrease in cash and cash equivalents                                       (54)              (1,965)
 Exchange (losses)/gains on cash and cash equivalents                            (184)             111
 Cash and cash equivalents at beginning of financial year                        3,239             5,093

 Cash and cash equivalents at end of financial year                              3,001             3,239

 

 

Notes to the consolidated financial statements

 

1.            Accounting Policies - basis of preparation

 

Arecor Therapeutics plc ("Arecor" or the "Company") is a public limited
company incorporated and domiciled in the United Kingdom.   The financial
information has been prepared in accordance with UK-adopted international
accounting standards and in accordance with the provisions of the Companies
Act 2006.

 

The results have been extracted from the audited financial statements of the
Group for the year ended 31 December 2025. 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 2025 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 2024 have
been delivered to the Registrar of Companies and received an unqualified
auditor's report and did not contain a statement under section 498)2) or (3)
of the Companies Act 2006. The auditor's report did include reference to the
material uncertainty relating to going concern.

 

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 2025. They have been
consistently applied to the periods presented, unless otherwise stated.

 

The Board of Arecor Therapeutics plc approved the release of this Preliminary
Announcement on 10 April 2026.

 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of
the Company and the subsidiaries at 31 December 2025. All subsidiaries have a
reporting date of 31 December.

 

Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.

 

Specifically, the results of subsidiaries acquired or disposed of during the
period are included in the consolidated income statement from the date the
Company gains control until the date when the Company ceases to control the
subsidiary.

 

Going Concern

During the year ended 31 December 2025, the Group recorded an operating profit
for continuing operations of £0.9 million, or a loss of £4.1 million
excluding the one-off gain-on-sale of intangible assets.  Cash used in
operating activities for continuing operations was £3.1 million. As a
clinical stage biotech Group, Arecor has incurred net operating losses since
inception except for FY25 and expects such losses in future periods. At 31
December 2025, the Group's retained losses were £44.3 million and it held
£6.1 million of cash and short-term investments.

 

Research & Development expenditure totalled £2.7 million in 2025.  The
majority of external research and development expenditure is not committed,
and the timing and extent of uncommitted expenditure afford flexibility in the
allocation of resources.

 

The Group finances its operations through share issuances, partnering revenue
and royalty financing arrangements. In the second half of 2025, the Group
received £5.2 million in proceeds from a royalty financing.

 

The Group's base case cash flow forecast suggests that it could continue to
operate with cash currently held until May 2027, which is just over a year
from the date of approval of these financial statements. Therefore, the Group
will need to raise additional funding in or before Q2 2027 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 April 2027, requiring
Arecor to raise additional funding in or before Q2 2027.  While the Group has
historically succeeded in securing further cash, financing from share
issuances, partnering revenue and royalty financing 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.

 

2.            Revenue and operating segments for continuing operations

 

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

 

                                      31 December  31 December
                                      2025         2024
                                      £000         £000
 UK                                   -            122
 USA                                  702          466
 Europe (excl. UK) & Middle East      1,012        1,055
                                      1,714        1,643

 

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

 

     31 December  31 December
     2025         2024
     £000         £000
 UK  399          488
     399          488

 

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

 

The Board of Directors has been identified as the chief operating decision
maker and is responsible for allocating resources, assessing the performance
of the operating segment and making strategic decisions. Accordingly, the
Directors consider there to be a single operating segment.

 

                                                                       31 December  31 December
                                                                       2025         2024
                                                                       £000         £000
 Revenue recognised from contracts with partners - at a point in time  50           125
 Revenue recognised from contracts with partners - over time           1,664        1,518

 Total revenue                                                         1,714        1,643

 

For the year ended 31 December 2025, revenue includes £85k (2024: £232k)
included in the contract liability balance at the beginning of the period.

 

At 31 December 2025, the balance of receivables due from contracts with
partners totalled £144k (2024: £509k). At the reporting date, the aggregate
amount of revenue remaining to be recognised on signed agreements totalled
£619k (2024: £571k). This balance is forecast to be recognised during 2026
and 2027. Formulation Development projects are split into discrete phases
where customers pay in advance for each phase. The payment terms are specific
to the customer and can extend up to 60 days from receipt of invoice.

 

3.            Other operating income for continuing operations

 

                                                31 December  31 December
                                                2025         2024
                                                £000         £000
 Gain-on-sale of intangible assets              4,968        -
 Gain-on-sale of property, plant and equipment  9            -
 RDEC Claim                                     320          267
 Clinical cost share                            237          -
                                                5,534        267

 

Other operating income totalled £5.5 million (2024: £0.3 million). The
Government R&D Expenditure Scheme ("RDEC") income was £0.3 million (2024:
£0.3 million).

 

During the year, the Group recognised Other Income of £237k (2024: £nil)
relating to a cost share agreement entered into with Sequel Med Tech. Under
the terms of this agreement, the Group and Sequel have agreed to share equally
the costs incurred in relation to certain AT278 related activities. The Group
initially incurs the full cost and subsequently recharges 50% of the eligible
expenditure to Sequel. The amount recognised as Other Operating Income
represents Sequel's agreed share of the costs incurred by the Group during the
year.

 

The gain-on-sale of intangible assets relates to the agreement entered into
with Ligand whereby Arecor sold certain global royalty rights. The transaction
included an immediate upfront payment of $7 million, with up to $4 million in
additional contingent milestone payments, including $1 million expected in
2026, dependent on the achievement of commercial milestones. Contingent
milestone consideration is recognised only when it becomes highly probably
that the associated conditions will be met.

The transaction represents a sale of future economic rights (royalties and
milestone fees) over which the Group no longer retains control. Accordingly,
the Group derecognised the associated intangible‑asset components with a
carrying value of nil, and recognised a gain-on-sale in accordance with IFRS
15 and IAS 38.

 

In line with IFRS requirements, all directly attributable costs have been
offset against the proceeds received in determining the net gain on sale. This
approach ensures that only the net economic benefit of the transaction is
recognised in the Consolidated Income Statement. This included recognising the
fair value charge associated with the warrants issued to Ligand, recorded in
accordance with applicable share-based payment standards. These warrants meet
the definition of an equity instrument under IAS 32 as they are contracts that
will be settled through the issue of a fixed number of the Company's own
equity instruments in exchange for a fixed exercise price. Equity‑classified
warrants are recognised at their fair value at the date of grant and are not
subsequently remeasured. The fair value was determined using the Black-Scholes
option pricing formula and assumptions laid out in the table below. The
resulting fair value is recognised directly in equity within the Share‑based
payment reserve.

 

                                 Issued on 25 September 2025
 Share price at date of issue    £0.725
 Exercise price (30-day VWAP)    £0.6739
 Volatility (per annum)          40%
 Expected dividends              Nil
 Risk-free rate of return        3.87% pa - 4.85% pa
 Fair value as at date of issue  £0.319
 Number of warrants              1,002,739

 

The consideration was allocated between:

·      Upfront non‑refundable proceeds, recognised on completion;

·      Contingent milestone‑based consideration, recognised only when
the relevant milestone becomes highly probable.

                                                  31 December  31 December
                                                  2025         2024
                                                  £000         £000
 Upfront cash consideration received              5,186        -
 Contingent milestone-based consideration         695          -
 Directly attributable costs, including warrants  (913)        -
                                                  4,968        -

 

4.            Non-GAAP measures income statement reconciliation for
continuing operations

 

The Group presents the adjusted profit measure of Adjusted EBITDA (Earnings
before Interest, Tax, Depreciation and Amortisation) by making adjustments for
costs and profits, which management believes to be significant by virtue of
their size, nature or incidence. Such items may include, but are not limited
to, share based payments expense, impairments, fair value movements on
investments, restructuring, gain or loss on disposal of assets and exceptional
items. The group uses this adjusted measure to evaluate performance and as a
method to provide shareholders with clear and consistent reporting. See below
reconciliation of operating profit (EBIT), EBITDA and Adjusted EBITDA.

 

                                     31 December  31 December
                                     2025         2024
                                     £000         £000
 Operating profit (EBIT)             932          (5,176)
 Depreciation                        201          216
 Amortisation                        14           139
 EBITDA                              1,147        (4,821)
 Share-based payments                324          156
 Gain or loss on disposal of assets  (4,977)      0
 Adjusted EBITDA                     (3,506)      (4,665)

 

5.            Taxation for continuing operations

 

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

                                                                          31 December  31 December
                                                                          2025         2024
                                                                          £000         £000
 Profit/(loss) before tax                                                 994          (5,093)
 Profit/(loss) on ordinary activities multiplied by standard rate of      248          (1,273)
 corporation tax in the UK of 25% (2024: 25.00%)
 Tax effects of:
 Expenses not deductible for tax purposes                                 119          39
 Enhanced R&D relief                                                      -            (200)
 Surrender of losses at a different rate of tax from R&D tax credits      -            260
 R&D tax credits                                                          63           -
 Prior period adjustment to R&D tax credits                               -            213
 Unrecognised deferred tax                                                -            763
 Movement in deferred tax not recognised                                  (216)        -
 Group Relief                                                             (152)        243
 Origination and reversal of timing differences                           -            25
 Total tax credit                                                         62           70

The group is eligible for UK managed research and development expense credit
(RDEC) tax credits and further credits under the enhanced research and
development intensive support (ERIS) mechanism.  Tax credits relating to the
ERIS scheme are recognised within the total tax above, and the RDEC 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.

 

At 31 December 2025, the Group has accumulated tax losses of £27,960,011
(2024: £30,272,586 ). No deferred tax asset was recognised in respect of
these accumulated tax losses due to uncertainty regarding the timing of
recoverability in future years (2024: none). Under UK tax law currently
enacted, the accumulated tax losses are not limited by an expiry date.

 

There are no future factors at the reporting date that are expected to impact
the Group's future tax charge. The Group is not within the scope of the OECD
Pillar Two model rules.

 

6.            Basic and diluted earnings per share

 

A reconciliation of the weighted average number of ordinary shares used in the
measures is given below:

 

                              31 December  31 December
                              2025         2024
                              Number       Number
 For basic EPS calculation    37,756,601   33,439,766
 For diluted EPS calculation  39,437,536   33,439,766

 

The reconciliation of the earnings used in the measures is given below:

 

                                                                                 31 December  31 December
                                                                                 2025         2024
                                                                                 £000         £000
 Profit/(loss) used in the calculation of basic EPS and diluted EPS (total       664          (10,236)
 Group)
 Profit/(loss) used in the calculation of basic EPS and diluted EPS (continuing  932          (5,163)
 operations)
 Loss used in the calculation of basic EPS (discontinued operations)             (268)        (5,073)

 

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.

 

                                                        31 December  31 December
                                                        2025         2024
                                                        £            £
 Basic Earnings Per Share (total Group)                 0.02         (0.31)
 Basic Earnings Per Share from continuing operations    0.02         (0.16)
 Basic Earnings Per Share from discontinued operations  (0.01)       (0.15)

 

Diluted loss per share is calculated by adjusting the weighted average number
of ordinary shares in issue to assume the conversion of all dilutive potential
ordinary shares. Potential ordinary shares include share options, LTIPs, AESOP
awards and warrants. These are converted using the treasury stock method,
which calculates the incremental number of shares that would be issued for no
consideration based on the average market price of the Company's shares during
the year. For periods in which the Group reports a loss, all potential
ordinary shares are considered anti‑dilutive because their inclusion would
reduce the loss per share. Accordingly, diluted loss per share is equal to
basic loss per share in such periods.

                                                        31 December  31 December
                                                        2025         2024
                                                        £            £
 Diluted Earnings Per Share (total Group)               0.02         (0.31)
 Diluted Earnings Per Share from continuing operations  0.02         (0.16)

 

7.            Intangible assets

 

                          Patents  Licenses  Software  Total
                          £000     £000      £000      £000
 Cost
 At 1 January 2024        150      1,933     49        2,132
 At 31 December 2024      150      1,933     49        2,132

 Disposals                -        (1,933)   -         (1,933)
 At 31 December 2025      150      -         49        199

 Amortisation
 At 1 January 2024        137      171       12        320
 Charge for the year       8       121       9         138
 Impairment for the year  -        1,641     -         1,641
 At 31 December 2024       145     1,933     21        2,099

 Charge for the year      5        -         10        15
 Impairment for the year  -        -         2         2
 Disposals                -        (1,933)   -         (1,933)
 At 31 December 2025      150      -         33        183

 Net book value
 At 31 December 2024      5        -         28        33
 At 31 December 2025      -        -         16        16

 

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

 

Software is amortised over 5 years (2.1 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 £2k (2024: £1,640k) would be
recognised on software that related to Tetris Pharma Ltd.

 

8.            Cash and cash equivalents

 

                     31 December  31 December
                     2025         2024
                     £000         £000
 Cash at bank (GBP)  2,092        3,068
 Cash at bank (USD)  865          25
 Cash at bank (EUR)  44           146
                     3,001        3,239

 

9.            Short-term investments

 

                                                     31 December  31 December
                                                     2025         2024
                                                     £000         £000
 Short-term investments held in notice accounts      19           18
 Short-term investments held in fixed-term accounts  3,110        -
                                                     3,129        18

 

The Group holds surplus cash balances in a range of low‑risk short‑term
investment products to optimise returns while maintaining adequate liquidity.
These balances are presented within short‑term investments as they are not
classified as cash or cash equivalents under IAS 7 due to their maturity
profiles or withdrawal terms.

Notice accounts are interest-bearing deposit accounts that allow withdrawal of
funds - although the Group can access these balances, the requirement to give
notice before withdrawal means they do not meet the definition of cash
equivalents.

Fixed-term deposits are interest‑bearing investment products with a
contractual maturity date. Funds are placed for a predetermined term, at a
fixed interest rate agreed at inception. The Group has no ability to withdraw
funds early without incurring penalties, and accordingly these deposits do not
qualify as cash equivalents. Where the remaining contractual maturity at
year‑end is less than twelve months, the balances are presented within
short‑term investments. The short-term investments are fixed-term deposits
held at banks with a short-term credit rating of at least F2 from Fitch.

 

10.          Deferred Consideration

 

                         31 December  31 December
                         2025         2024
                         £000         £000
 Deferred Consideration  704          -
                         704          -

 

As part of the royalty financing agreement with Ligand, the Group is entitled
to receive deferred consideration amounts linked to predefined performance
milestones within the agreement. These amounts represent contingent,
milestone‑based consideration, which is recognised only when the relevant
milestone becomes highly probable of being achieved.

At the reporting date, management notes that one receipt for $0.5 million has
already been received in 2026 and that a second receipt is highly probable of
being received within 2026.

The deferred consideration receivable is classified as a financial asset under
IFRS 9 Financial Instruments and is measured at net present value (NPV). The
NPV reflects management's estimate of the expected future cash inflows
discounted using a market‑appropriate discount rate to reflect both the time
value of money and the associated risk of the cash flows. Changes in the NPV
are recognised in profit or loss at each reporting date.

 

11.          Share capital

 

                                      31 December  31 December
                                      2025         2025
                                      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 2025               37,756,601   378

 

                                      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

 

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 2025    37,756,601  378      34,684
 As at 31 December 2025  37,756,601  378      34,684

 

                                                 Share    Share
                                     Number      Capital  Premium
                                                 £000     £000
 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)
 At 31 December 2024                 37,756,601  378      34,684

 

Share-based payment reserve

The share-based payment reserve represents the accumulated amounts credited to
equity in respect of options to acquire ordinary shares in the Company held by
employees and Directors, as well as the fair value of the warrants issued by
the Company to Ligand in connection with the royalty financing transaction
completed on 25 September 2025.

 

Foreign exchange reserve

Foreign exchange reserve represents the impact of translating subsidiaries
that use a foreign currency as their reporting currency to GBP for the
purposes of preparing the consolidated financial statements.

 

12.          Discontinued Operations

 

On 10 January 2025 the group announced its intention to cease operations with
the Group's subsidiary Tetris Pharma as part of the Group's strategic focus.
The following financial information relates to the operations discontinued by
the Group in the year ended 31 December 2025.

The results of Tetris Pharma Ltd and Tetris Pharma B.V. for the year are
presented below.

 

                                                                             31 December  31 December
                                                                              2025         2024
                                                                             £000         £000
 Revenue                                                                     1,449        3,410
 Cost of sales                                                               (1,611)      (2,786)
 Gross profit/(loss)                                                         (162)        624

 Other operating income                                                      399          -
 Sales, General & Administrative expenses (including exceptional items)      (502)        (6,144)
 Operating loss                                                              (265)        (5,520)
 Finance expense                                                             (3)          (5)
 Loss before tax                                                             (268)        (5,525)
 Taxation credit                                                             -            452
 Loss for the financial year - Discontinued operations                       (268)        (5,073)

Revenue in the discontinued operation relates to the sale of pharmaceuticals
generated by Tetris Pharma up to the date the business ceased operations.
Revenue recognition followed the same policies as continuing operations.

 

Other operating income for the discontinued operation includes a gain-on-sale
of £399k arising from the sale of a portion of the product portfolio to
Aspire Pharma Limited, a third‑party acquirer. The gain represents the
excess of the consideration received over the carrying value of the related
intangible assets transferred as part of the transaction.

 

Exceptional items of £nil (2024: £3.3 million) included within Sales,
General & Administrative expenses relate solely to the impairment of the
non-current assets of Tetris Pharma Limited in full in 2024.

The net cash flows of the discontinued operations were as follows:

 

                                                                31 December  31 December
                                                                 2025         2024
                                                                £000         £000

 Net cash flows generated from/ (used in) operating activities  721          (3,629)
 Net cash flows generated from/ (used in) investing activities  399          (15)
 Net cash flows used in financing activities                    (49)         (36)
 Net cash inflow/(outflow)                                      1,071        (3,680)

 

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