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REG - Avacta Group PLC - Interim Half Year Results 2025

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RNS Number : 2945B  Avacta Group PLC  30 September 2025

 

 

 

Avacta Group plc

("Avacta" or the "Company")

 

Interim Results for the six months to June 30, 2025

 

 

LONDON and PHILADELPHIA - September 30, 2025 - Avacta Therapeutics (AIM:
AVCT), a life sciences company developing innovative, targeted oncology drugs,
announces the publication of the interim results for the six months ended June
30, 2025 ("H1 25").

 

Highlights - pre|CISION(®) medicine pipeline

·    Clinical stage programs continue to advance with enrolment ongoing in
Phase 1b expansion cohorts in the faridoxorubicin(1) (FAP-Dox, AVA6000)
program. The initial clinical activity observed in Phase 1b is highly
encouraging.

 

·    FAP-EXd (AVA6103) remains on track to dose the first patient in Q1
2026.

·    Clinical data with faridoxorubicin (FAP-Dox, AVA6000), FAP-EXd
(AVA6103) and translational work in FAP pre|CISION(®) programs was presented
in April 2025 at American Association of Cancer Research Annual Meeting (AACR,
2025).

·    Avacta to present the final faridoxorubicin Phase 1a dose escalation
data at ESMO 2025 in Berlin, October 2025, with longer term cardiac safety
data and updated efficacy data.

 

Financial and operational - including post period end

·    Period end cash and cash-equivalent balances were £12.65 million (30
June 2024: £28.56 million; 31 December 2024: £12.87 million).

·    Cash outflow from operations and working capital movements were
£12.14 million (H1 2024: £12.60 million; FY 2024: £26.05 million) and cash
inflow from investing activities were £8.77 million reflecting the proceeds
of the sale of Launch Diagnostics (H1 2024: outflow of £0.80 million; FY
2024: outflow of £1.43 million).

 

·    Renegotiated terms of Heights Convertible Bond (the "Bond") and raised
£6.5 million (gross) to fund two quarterly cash payments of the Bond. Year to
date bond settlement was £5.1 million, 30 June 2025 bond balance is £25.5
million reducing to £22.95 million by 30 September 2025.

 

Christina Coughlin, MD, PhD, CEO of Avacta, said,

 

"We have continued to make strong progress with our R&D pipeline, seeing a
number of advances in our clinical programs. Notably the activity we are
seeing in the faridoxorubicin Phase 1b trial has further increased our
confidence in the value and utility of the pre|CISION(®) platform.  Further,
we continue to see increasing industry interest in our innovative platform.

 

"Raising £6.5 million to fund the July and October bond payments and
renegotiating the terms of the convertible bond reflect the progress and
growing confidence in our R&D pipeline.

"We anticipate multiple pipeline updates in the last quarter of 2025,
including the data from the first expansion cohort (salivary gland cancer) in
the faridoxorubicin program. We look forward to continuing to update on our
progress across our programs and exploiting our unique technology."

 

(1)faridoxorubicin: generic nomenclature assigned to the AVA6000 program by
the World Health Organization (WHO)

 

 

-Ends-

 

For further information from Avacta, please contact:

 

 Avacta                                                     https://avacta.com (https://avacta.com)

 Christina Coughlin (CEO) /

 Brian Hahn (CFO)

 Peel Hunt (Nomad and Joint Broker)                         www.peelhunt.com (http://www.peelhunt.com)

 James Steel / Chris Golden

 Panmure Liberum (Joint Broker)                             www.panmureliberum.com (http://www.panmureliberum.com)

 Emma Earl / Will Goode / Mark Rogers

 Zeus (Joint Broker)                                        www.zeuscapital.co.uk (http://www.zeuscapital.co.uk)

 James Hornigold / George Duxberry

 Dominic King

 ICR Healthcare (Europe/UK media and investors)             avacta@icrhealthcare.com (mailto:avacta@icrhealthcare.com)

 Mary-Jane Elliott / Jessica Hodgson / Stephanie Cuthbert

 Investor Contact                                           renee@thrustsc.com (mailto:renee@thrustsc.com)

 Renee Leck

 THRUST Strategic Communications

 Media Contact                                              Carly@carlyscadutoconsulting.com (mailto:Carly@carlyscadutoconsulting.com)

 Carly Scaduto

 Carly Scaduto Consulting

 

About Avacta - www.avacta.com (https://avacta.com)

Avacta Therapeutics is a clinical-stage life sciences company expanding the
reach of highly potent cancer therapies with the pre|CISION(®) platform.
pre|CISION(®) is a proprietary payload delivery system based on a
tumor-specific protease (fibroblast activation protein or FAP) that is
designed to concentrate highly potent payloads in the tumor microenvironment
while sparing normal tissues. Our innovative pipeline consists of
pre|CISION(®) peptide drug conjugates (PDC) or Affimer(®) drug conjugates
(AffDC) that leverage the tumor-specific release mechanism, providing unique
benefits over traditional antibody drug conjugates.

 

About the pre|CISION(®) Platform

The pre|CISION(®) platform comprises an anticancer payload conjugated to a
proprietary peptide that is a highly specific substrate for fibroblast
activation protein (FAP) which is upregulated in most solid tumors compared
with healthy tissues. The pre|CISION(®) platform harnesses this tumor
specific protease to cleave pre|CISION(®) peptide drug conjugates and
pre|CISION(®) antibody/Affimer(®) drug conjugates in the tumor
microenvironment, thus releasing active payload in the tumor and reducing
systemic exposure and toxicity, allowing dosing to be optimized to deliver the
best outcomes for patients.

 

 

Interim report

 

Strategic overview

 

We are making excellent progress in the development of our unique
pre|CISION(®) technology platform,  pioneering a novel, differentiated class
of pre|CISION(®)-based medicines to revolutionize drug delivery.

 

Our platform technology demonstrates multiple advantages over conventional
therapeutics by addressing one of the primary challenges of effective
treatment of diseases, specifically the balance between efficacy and safety.
pre|CISION(®)-based medicines are specifically designed to be silent (inert)
in the bloodstream and in the tissues, and to only activate once in the tumor.

 

Post period end we renegotiated the terms of the Heights Convertible Bond to
include a nine-month period without conversions (subject to raising a minimum
of £13.0 million by 15 January 2026), and successfully raised £6.5 million
to fund two quarterly cash payments.

 

We are confident in Avacta's ability to partner preCISION(®) across a number
of modalities and in the management team's ability to secure the requisite
funding to progress the pre|CISION® platform through multiple value driving
events.

 

pre|CISION(®) - our proprietary technology

 

The challenge in oncology is that the most effective therapies cause the most
toxicity in normal tissues. The ability to deliver the active drug directly
to the tumor is the promise of our proprietary pre|CISION(®) platform.

 

The key aspect of pre|CISION(®) peptide drug conjugate (PDC) technology is
that the conjugated drug (the combination of the oncology drug and our
peptide) is inert. It is incapable of entering cells and killing until the
peptide is specifically released when it comes into contact with common
tumor-associated protein, known as fibroblast activation protein or FAP, in
the tumor.

 

When a pre|CISION(®) PDC encounters FAP in the tumor, the peptide is cleaved
and the active payload is released. The release of the payload from the
pre|CISION(®) compound in the tumor results in higher concentration of the
drug at the tumor and lower blood and healthy tissue levels than would be
achievable with standard systemic administration. Importantly, the increased
toxicities (payload) at the tumor are directly associated with the
pre|CISION(®) medicines.

 

Two factors that dictate the antitumor potential of pre|CISION(®) medicines
are (1) the expression of FAP in the tumor to cleave the peptide (the amount
of the FAP protein that exists in the tumor) and (2) the inherent
susceptibility of the associated tumors to the chemotherapy (chemicals in the
drug) that is released.

 

We believe that pre|CISION(®) can deliver higher drug levels within tumors
which will lead to improved antitumor activity while reducing systemic
toxicities. This will dramatically impact the therapeutic index and efficacy
of a given anticancer drug. We have observed this with our first clinical
program, faridoxorubicin.  This program has demonstrated a dramatic reduction
in the toxicities associated with conventional doxorubicin and is delivering
exciting preliminary efficacy data.

 

Programs

Faridoxorubicin (AVA6000) is our lead clinical program. We have advanced from
the dose escalation Phase 1a portion of the trial to the expansion cohorts,
Phase 1b, that are designed to allow a data-driven transition to Phase 2
development.

We remain focused on the execution of this trial and anticipate presenting
data in October, 2025, at the European Society for Medical Oncology (ESMO)
meeting from the Phase 1a part of the trial, focusing on early evidence of
efficacy as well as the longer-term cardiac safety data. In 4Q 2025, we expect
to present the first of the Phase 1b data from the salivary gland cancer
cohort. In 1H 2026, data from the cohort of triple negative breast cancer will
be presented.

FAP-EXd (AVA6103) is on track for the first patient expected to be dosed in
the trial in the first quarter of 2026. Preclinical data in multiple animal
models of various solid tumors continues to demonstrate the activity of the
exatecan payload in the sustained release mechanism. We are looking forward to
initiating our second clinical program next year with the first patient
planned for 1Q 2026.

 

Outlook

 

We now have a clear value proposition and unique world-class scientific
capabilities. Our data are robust and building and industry interest in our
innovative platform continues to increase. We are very excited about the next
stages of Avacta's journey.  Our upcoming data catalysts demonstrate the
progress made in the programs, including the presentation of the Phase 1a data
at ESMO, the Phase 1b data in salivary gland cancers and our upcoming study
start for FAP-EXd (AVA6103).

 

Financial Review

 

Revenue

Revenues from continuing operations for the six months ended 30 June 2025 were
£0.06 million (H1 2024: £0.06 million; FY 2024: £0.113 million).

 

Revenues from discontinued operations for the six months ended 30 June 2025
were £6.10 million (H1 2024: £11.21 million; FY 2024: £24.31 million).

 

Research costs and selling, general and administrative costs

Research costs relate predominantly to the clinical and pre-clinical
development work of the pre|CISION(®) therapeutics programs as planned
increased to £7.20 million (H1 2024: £6.55 million; FY 2024: £14.27
million).

 

Selling, general and administrative costs for the continuing operations
decreased to £4.47 million (H1 2024: £4.69 million; FY 2024: £12.05
million). Expenses from discontinuing operations were to £3.47 million (H1
2024: £4.69 million; FY 2024: £10.34 million).

 

Other costs and charges

Depreciation from continuing operations increased to £0.73 million (H1 2024:
£0.63 million; FY 2024: £1.49 million). Amortization expense increased to
£0.01 million (H1 2024: £0.07 million; FY 2024: £0.016 million).

 

The share of the costs from the AffyXell joint venture was £0.19 million (H1
2024: £0.40 million; FY 2024: £0.75 million). The share of losses reflects
the Group's 21% ownership share of the losses accumulated in the year. The
Group investment decreased from 25% to 21% at 31 December 2024 as a result of
a dilution in shares.

 

Share-based payment charges were £0.74 million (H1 2024: £2.14 million; FY
2024: £4.11 million).

 

Operating loss

The Group's operating loss from continuing operations decreased to £14.18
million (H1 2024: £14.86 million; FY 2024: £32.56 million).

 

Convertible bond costs

During the reporting period there have been two quarterly amortization
repayments (of £2.55 million each in equity) which reduces the original
£55.00 million senior unsecured convertible bonds issued in October 2022 at
par value to £25.50 million.

 

The Board carefully considers each payment separately as it arises, taking
into account a range of factors including the Company's cash runway,
shareholder dilution and broader business prospects.

 

The bond agreement contains embedded derivatives in conjunction with an
ordinary host debt liability. As a result, the convertible bonds are shown in
the Consolidated Statement of Financial Position in two separate components,
being 'Convertible bond - debt' and 'Convertible bond - derivative'. The
derivative element has been measured at fair value using a Monte-Carlo option
pricing model, which estimates the fair value based on the
probability-weighted present value of expected future investment returns,
considering each of the possible outcomes available to the bondholders.

 

The derivative element, taking into account the amortizations in the period,
was revalued as at 30 June 2025 at £0.27 million (30 June 2024: £1.60
million; 31 December 2024: £1.28 million), which has resulted in a credit to
the statement of profit or loss on revaluation of derivative within the period
of £1.01 million (H1 2024: £13.40 million; FY 2024: £13.72 million).

 

The debt element of the bond has reduced to £18.17 million (H1 2024: £22.50
million; 31 December 2024: £20.50 million), with an associated non-cash
interest expense of £3.87 million (H1 2024: £5.28 million; FY 2024: £9.85
million).

 

Loss for the period

The reported loss from continuing operations after taxation was £16.13
million (H1 2024: £5.70 million; FY 2024: £29.43 million).

 

The basic loss per share from continuing operations was 4.23p (H1 2024: 1.74p;
FY 2024: 8.54p).

 

The basic loss per share from discontinued operations was 3.82p (H1 2024:
2.44p; FY 2024: 6.79p).

 

 

Cash flow

The Group reported cash and cash-equivalent balances of £12.65 million (30
June 2024: £28.56 million; 31 December 2024: £12.87 million).

 

There was a cash outflow from operations and working capital movements of
£12.13 million (H1 2024: £12.60 million; FY 2024: £26.05 million) and an
inflow from investing activities of £8.77 million from the proceeds of the
sale of Launch Diagnostics (H1 2024: outflow of £0.80 million; FY 2024:
outflow of £1.43 million).

 

Cash inflow from financing activities, being net proceeds from the issue of
share capital and share options, net of the principal elements of lease
payments amounted to £0.67 million (H1 2024: inflow of £29.09 million; FY
2024: inflow of £26.10 million). The cash inflow in the prior period related
to the equity fundraise in March 2024 which generated a net inflow of £29.40
million.

 

Financial position

 

Net assets as at 30 June 2025 were £0.14 million (30 June 2024: £47.77
million; 31 December 2024: £9.28 million) of which cash and cash equivalents
amounted to £12.65 million (30 June 2024: £28.56 million; 31 December 2024:
£12.87 million).

 

Right-of-use assets amounting to £1.77 million (30 June 2024: £2.72 million;
31 December 2024: £2.24 million) are recognized in relation to the Group's
leasehold properties and other leased assets, together with a corresponding
lease liability of £0.99 million (30 June 2024: £1.97 million; 31 December
2024: £1.48 million).

 

Intangible assets decreased to £1.83 million (30 June 2024: £1.86 million;
31 December 2024: £1.84 million) due to amortization of intangible assets
acquired through the Launch and Coris acquisitions.

 

Liabilities in relation to the unsecured senior convertible bonds issued in
October 2022 result in a fair value of the derivative element of £0.27
million (30 June 2024: £1.60 million; 31 December 2024: £1.28 million). The
convertible bond debt element at 30 June 2025 was £18.17 million (30 June
2024: £22.50 million; 31 December 2024: £20.50 million).

 

With current committed expenses, current cash runway takes the Group into the
first quarter of 2026.

 

Subsequent to the period end, the Group completed two equity raises of £6.5
million to fund the next two unsecured senior bond payments.

 

Events after the reporting period

In July 2025, settlement in cash of the quarterly amortization payment in
respect of the unsecured convertible bonds, comprising principal of £2.55
million and interest of £0.41 million.

 

The remaining balance of bonds at par value of £22.95 million as at 30
September 2025.

 

The Group has announced in September that the Coris divestment had closed, for
£2.15 million in upfront cash and an additional £0.65 million depending on
certain sales thresholds being met.

 

 

 

 

 

 

Condensed Consolidated Statement of Profit or Loss

for the 6 months ended 30 June 2025

 

                                                                    Unaudited           Unaudited                        Audited
                                                                    6 months ended      6 months ended 30 June 2024      Year ended

 Notes                                                              30 June 2025                                         31 December 2024
                                                                    £000                £000                             £000

 Revenue                                                        4   56                  56                               113
 Cost of sales                                                      -                   -                                -
 Gross profit                                                       56                  56                               113

 Research costs                                                     (7,200)             (6,549)                          (14,266)
 Selling, general and administrative expenses                       (4,470)             (4,687)                          (10,061)
 Adjusted EBITDA                                                    (11,614)            (11,180)                         (24,214)

 Exceptional expenses                                               (899)               (493)                            (1,985)
 Amortization expense                                               (10)                (7)                              (16)
 Impairment charge                                                  -                   -                                -
 Share of loss of associate                                         (189)               (404)                            (747)
 Acquisition related expenses                                       -                   -                                -
 Depreciation expense                                               (728)               (631)                            (1,489)
 Share-based payment charge                                         (740)               (2,141)                          (4,107)
 Operating loss                                                     (14,180)            (14,856)                         (32,558)

 Convertible bond - interest expense                            6   (3,865)             (5,283)                          (9,854)
 Convertible bond - revaluation of derivative                   6   1,009               13,400                           13,719
 Loss on earnout receivable                                         -                   -                                (717)
 Finance income                                                     217                 338                              663
 Finance costs                                                      (53)                (82)                             (237)

 Loss before tax                                                    (16,872)            (6,483)                          (28,983)
 Taxation                                                           738                 780                              (444)
 Loss from continuing operations                                    (16,134)            (5,702)                          (29,427)
 Discontinued operation
 (Profit)/loss on disposal of subsidiary                            (705)               -                                -
 Loss from discontinued operation, net of tax                       (889)               (2,263)                          (23,414)
 Loss for the period                                                (17,728)            (7,965)                          (52,841)

 Foreign operations - foreign currency translation differences      711                 (349)                            (442)
 Other comprehensive income                                         (17,017)            (8,314)                          (53,283)

 Total comprehensive loss for the period                            (17,017)            (8,314)                          (53,283)

 Loss per share:
 Basic and diluted                                                  (4.46p)             (3.82p)                          (8.54p)

 

 

 

Condensed Consolidated Statement of Financial Position

as at 30 June 2025

 

                                                                   Unaudited as at      Unaudited as at    Audited

                                                                                                            as at
                                                                   30 June 2025         30 June 2024       31 December 2024
                                                                   £000                 £000               £000
 Assets

 Property, plant and equipment                                     335                  1,201              543
 Right-of-use assets                                               1,765                2,720              2,242
 Investment in associate                                           3,312                3,731              3,445
 Intangible assets                                                 1,834                1,858               1,844

 Deferred tax asset                                                -                    -                  -
 Non-current assets                                                7,246                9,509              8,074

 Inventories                                                       -                    -                  -
 Trade and other receivables                                       3,006                701                1,960
 Income tax receivable                                             2,400                2,709              2,447
 Cash and cash equivalents                                         12,645               28,563             12,873
                                                                   18,051               31,973             17,280
 Assets directly associated with the assts held for sale           3,940                47,818             22,916
 Current assets                                                    21,991               79,785             40,196

 Total assets                                                      29,237               89,294             48,270

 Liabilities

 Lease liabilities                                                 (987)                (1,966)            (1,482)
 Financing liabilities                                             -                    -                  -

 Provisions                                                        (208)                (80)               (208)
 Deferred tax                                                      -                    -                  -
 Non-current liabilities                                           (1,195)              (2,046)            (1,690)

 Trade and other payables                                          (6,600)              (5,393)            (5,877)
 Lease liabilities                                                 (978)                (934)              (956)
 Financing liabilities                                             -                    -                  -
 Convertible bond - debt                                       6   (18,165)             (22,497)           (20,497)
 Convertible bond - derivative                                 6   (273)                (1,600)            (1,281)
                                                                   (26,016)             (30,424)           (28,611)
 Liabilities directly associated with the assts held for sale      (1,882)              (9,058)            (8,688)
 Current liabilities                                               (27,898)             (39,482)           (37,299)

 Total liabilities                                                 (29,093)             (41,528)           (38,989)

 Net assets                                                        144                  47,766             9,281
 Equity attributable to equity holders of the Company
 Share capital                                                 7   39,446               36,185               37,018
 Share premium                                                     120,297              112,651            115,585
 Reserves                                                          (1,506)              (4,321)            (4,493)
 Retained earnings                                                 (158,093)            (96,749)           (138,829)
 Total equity                                                      144                  47,766             9,281

 

Total equity is wholly attributable to equity holders of the parent Company.

Approved by the Board and authorized for issue on 30 September 2025.

 

 

Condensed Consolidated Statement of Changes in Equity

for the 6 months ended 30 June 2025

 

 

 

                                            Unaudited  Unaudited      Unaudited  Unaudited            Unaudited               Unaudited          Unaudited
                                            Share      Share premium  Other      Translation reserve  Reserve for own shares  Retained earnings  Total Equity

reserve
                                            Capital
                                            £000       £000           £000       £000                 £000                    £000               £000
 At 1 January 2024                          28,501     83,408         (1,729)    51                   (2,485)                 (90,843)           16,903

 Loss for the period                        -          -              -                               -                       (7,966)            (7,966)
 Other comprehensive income for the period  -          -              -                               -                       -                  (349)

                                                                                 (349)
 Total comprehensive loss for the period    -          -              -          (349)                -                       (7,966)            (8,314)

 Transactions with owners of the company:
 Issue of shares                            6,230      23,174         -          -                    -                       -                  29,404
 Exercise of options                        357        43             -          -                    -                       -                  400
 Transfer of own shares                     -          -              -          -                    200                     (200)              -
 Convertible bond - issue of shares         1,096      6,016          -          -                    -                       -                  7,112
 Own shares acquired                        1          9              -          -                    (10)                    -                  -
 Equity-settled share based payment         -          -              -          -                    -                       2,262              2,262

 At 30 June 2024                            36,185     112,651        (1,729)    (298)                (2,294)                 (96,748)           47,767

 

 Loss for the period                        -                      -        -               -        (44,876)   (44,876)

                                                                                     -
 Other comprehensive income for the period  -                      -        -               -        -          (93)

                                                                                     (93)
 Total comprehensive loss for the period    -                      -        -        (93)   -        (44,876)   (44,969)

 Transactions with owners of the company:
 Convertible bond - issue of shares         593                    2,847    -        -      -        -          3,440
 Exercise of options                        240                    87       -        -      -        -          327
 Transfer of own shares                     -                      -        -        -      (78)     78         -
 Equity-settled share based payment         -                      -        -        -      -        2,715      2,715

 At 31 December 2024                        37,018                 115,585  (1,729)  (391)  (2,373)  (138,829)  9,281

 Loss for the period                        -                      -        -               -        (17,728)   (17,728)

 Other comprehensive income for the period  -                      -        -               -        -          711

                                                                                     711
 Total comprehensive loss for the period    -                      -        -        711    -        (17,728)   (17,017)

 Transactions with owners of the company:
 Issue of shares                            -                      -        -        -      -        -          -
 Exercise of options                        823                    120      -        -      -        -          943
 Transfer of own shares                     -                      -        -        -      2,276    (2,276)    -
 Convertible bond - issue of shares         1,605                  4,592    -        -      -        -          6,197

 Own shares acquired                        -                      -        -        -      -        -          -
 Equity-settled share based payment         -                      -        -        -      -        740        740
 At 30 June 2025                            39,446                 120,297  (1,729)  320    (97)     (158,093)  144

 

 

 

Condensed Consolidated Statement of Cash Flows

for the 6 months ended 30 June 2025

 

                                                                                 Unaudited           Unaudited                      Audited
                                                                                 6 months ended      6 months ended                 Year ended

                                                                                 30 June 2025        30 June 2024                   31 December
                                Note

                                                                                                                                    2024
                                                                                 £000                £000                           £000

 Operating cash outflow from continuing operations            8                  (12,331)                   (12,597)         (26,051)

 Interest received                                                               204                 338                            83
 Interest elements of lease payments                                             (54)                (62)                           (138)
 Interest elements of financing liabilities                                      -                   -                              -
 Income tax received                                                             784                 (13)                           1,170
 Net cash used in continuing operating activities                                (11,397)            (12,334)                       (24,936)
 Net cash from/(used in) discontinued operating activities                       (2,111)             12                             1,339
 Net cash used in operating activities                                           (13,508)            (12,322)                       (23,597)

 Cash flows from investing activities
 Purchase of plant and equipment                                                 (43)                (287)                          (323)
 Proceeds from sale of plant and equipment                                       -                   -                              -
 Acquisition of right of use asset                                               -                   -                              -
 Sale of subsidiary, net of cash disposed of                                     9,517               -                              -
 Purchase of intangible assets                                                   -                   (21)                           (16)
 Payment of deferred consideration on past acquisition                           -                   -                              -
 Net cash used in continuing investing activities                                9,474               (308)                          (339)
 Net cash from/(used in) discontinued investing activities                       (701)               (487)                          (1,092)
 Net cash used in investing activities                                           8,773               (795)                          (1,431)

 Cash flows from financing activities
 Proceeds from exercise of share options                                         944                 401                            728
 Repayment of financing liabilities                                              -                   -                              -
 Cash repayment of convertible bonds                                             -                   -                              (2,550)
 Principal elements of lease payments                                            (472)               (434)                          (913)
 Proceeds from issue of share capital                                            -                   31,148                         31,148
 Transaction costs relating to the issue of share capital                        -                   (1,744)                        (1,744)
 Net cash used in continuing financing activities                                472                 29,372                         26,669
 Net cash from/(used in) discontinued financing activities                       194                 (280)                          (574)
 Net cash flow from financing activities                                         666                 29,092                         26,095

 Net increase/(decrease) in cash and cash equivalents                            (4,147)             15,975                         1,067
 Cash and cash equivalents at the beginning of the period                        17,778              16,627                         16,627
 Effect of movements in exchange rates on cash held                              78                  (70)                           84

 Cash and cash equivalents at the end of period, including held in disposal      13,709              32,532                         17,778
 group
 Cash held by disposal group                                                     (1,064)             (3,969)                        (4,905)
 Cash and cash equivalents at end of year                                        12,645              28,563                         12,873

Notes to the unaudited condensed consolidated financial statements

for the 6 months ended 30 June 2025

 

1)   Basis of preparation

 

Avacta Group plc ('the Company') is a company incorporated in England and
Wales under the Companies Act 2006. These condensed consolidated interim
financial statements ('interim financial statements') as at and for the 6
months ended 30 June 2025 comprise the Company and its subsidiaries (together
referred to as 'the Group').

 

The interim financial statements for the 6 months ended 30 June 2025 are
unaudited. This information does not constitute statutory accounts as defined
in Section 435 of the Companies Act 2006. The financial figures for the year
ended 31 December 2024, as set out in this report, do not constitute statutory
accounts but are derived from the statutory accounts for that financial year.
The statutory accounts for the year ended 31 December 2024 were prepared under
IFRS and have been delivered to the Registrar of Companies. The auditors
reported on those accounts. Their report was unqualified, did not draw
attention to any matters by way of emphasis and did not include a statement
under Section 498 of the Companies Act 2006.

 

The Board confirms that, to the best of its knowledge, these condensed
financial statements have been prepared in accordance with IAS34 Interim
Financial Reporting and should be read in conjunction with the Group's last
annual consolidated financial statements as at and for the year ended 31
December 2024 ('last annual financial statements'). They do not include all of
the financial information required for a complete set of IFRS financial
statements. However, selected explanatory notes are included to explain events
and transactions that are significant to an understanding of the changes in
the Group's financial position and performance since the last annual financial
statements.

 

The Group's operations and results are not impacted by seasonal fluctuations.

 

The Board approved these interim financial statements for issue on 30
September 2025.

 

 

2)   Use of judgements and estimates and significant accounting policies

 

The preparation of the interim financial statements requires management to
make judgements and estimates that affect the application of accounting
policies and the reported amounts of assets and liabilities, income and
expense. Although these estimates are based on management's best knowledge of
the amount, events or actions, actual events ultimately may differ from those
estimates.

 

The significant judgements made by management in applying the Group's
accounting policies, and the key sources of estimation uncertainty were the
same as those described in the last annual financial statements with the
exception of those discussed below:

-                 Presentation of discontinued operations - a
judgement exists in relation to whether the Diagnostics division should be
presented as a discontinued operation and a held for sale asset, given the
announced divestment process. A sale must be deemed highly probable for an
operation to be disclosed as such. Given the early stage of the divestment
process this was not judged to be the case at 30 June 2025, but had been
judged to have become so by 30 September 2025 and as such has been disclosed
as a subsequent event. A similar judgement must also be made in relation to
whether the Wetherby diagnostics laboratory, closed during the period,
represented a separate major line of business or geographical area of
operations and as such should be presented as a discontinued operation rather
than as an exceptional expense. Due to the close interactions between the
laboratory and other product development operations within the wider
Diagnostics division, it has been judged that the Wetherby laboratory is not
significantly distinct enough to warrant presentation as a discontinued
operation.

The accounting policies applied in these interim financial statements are the
same as those applied in the Group's consolidated financial statements as at
and for the year ended 31 December 2024. A number of new standards were
effective from 1 January 2025 but they do not have a material effect on the
Group's financial statements.

 

 

3)  Segmental reporting

 

Operating segments - continuing operations

In the view of the Board of Directors, the Group has one (2023: one)
reportable segment in continuing operations: Therapeutics.  Segment reporting
has been presented on this basis for continuing operations. The Directors
recognise that the operations of the Group are dynamic and therefore this
position will be monitored as the Group develops.

The principal activity of Therapeutics is the development of novel cancer
therapies harnessing proprietary technology

The previous second reportable segment as the diagnostics division which is
currently under a divestment strategy and being held for sale.  All reporting
for this segment will be presented as discontinuing operations.

Segment revenue represents revenue from external customers arising from sale
of goods and services, plus inter-segment revenues. Inter-segment transactions
are priced on an arm's length basis. Segment results, assets and liabilities
include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.

The Group's revenue to destinations outside the UK amounted to 100% (2023:
100%) of total revenue. The revenue analysis below is based on the country of
registration of the customer:

 

 

                  6 months ended 30 June 2025    6 months ended 30 June 2024      Year ended 31 December 2024
 £000
 South Korea      56                             56                               113
                  56                             56                               113

 

 

 

During the six month period ended 30 June 2025, there were no transactions
with a single external customer that exceeded 10% of the Group's revenue,
being £56,000.

 

During the six month period ended 30 June 2024, transaction with one external
customer in the Therapeutics segment, amounted individually to 10% or more of
the Group's revenue, being £156,000.

 

During the year 31 December 2024, transactions with one external customer in
the Therapeutics segment amounted individually to 10% or more of the Group's
revenues from continuing operations, being £113,000.

 

 

Operating segment analysis for the six months ended 30 June 2025

 

                                               Therapeutics   Central overheads(1)  Total                  Diagnostics

                                                                                    (continuing)           (discontinued)
                                               £000           £000                  £000                   £000
 Revenue                                       56             -                     56                     6,102
 Cost of goods sold                            -              -                     -                      (3,285)
                                               -------------  -------------         -------------          -------------
 Gross profit                                  56             -                     56                     2,817

 Research costs                                (7,200)        -                     (7,200)                -
 Selling, general and administrative expenses  (1,493)        (2,977)               (4,421)                (3,465)
                                               -------------  -------------         -------------(11,614)  -------------

 Adjusted EBITDA                               (8,637)        (2,977)                                      (648)

 Exceptional Expenses                          -              (899)                 (899)                  -
 Depreciation expense                          (609)          (119)                 (728)                  (233)
 Amortization expense                          (3)            (7)                   (10)                   (31)
 Share of loss of associate                    -              (189)                 (189)                  -
 Share-based payment expense                   (365)          (375)                 (740)                  -
                                               -------------  -------------         -------------          -------------
 Segment operating loss                        (9,614)        (4,566)               (14,180)               (912)
                                               -------------  -------------         -------------          -------------

 

 

 

(1)Central overheads, which relate to operations of the Group functions, are
not allocated to the operating segments.

Operating profit/loss is the measure of profit or loss regularly reviewed by
the Board. Other items comprising the Group's loss before tax are not
monitored on a segmental basis.

The information reported to the Board does not include balance sheet
information at the segment level.

 

 

Operating segment analysis for the six months ended 30 June 2024

 

                                               Therapeutics   Central overheads(1)  Total                  Diagnostics

                                                                                    (continuing)           (discontinued)
                                               £000           £000                  £000                   £000
 Revenue                                       56             -                     56                     11,205
 Cost of goods sold                            -              -                     -                      (6,240)
                                               -------------  -------------         -------------          -------------
 Gross profit                                  56             -                     113                    4,965

 Research costs                                (6,549)        -                     (6,549)                (197)
 Selling, general and administrative expenses  (1,330)        (3,354)               (4,687)                (4,689)
                                               -------------  -------------         -------------(11,180)  -------------

 Adjusted EBITDA                               (7,823)        (3,354)                                      79

 Exceptional Expenses                          -              (493)                 (493)                  (1,028)
 Depreciation expense                          (617)          (13)                  (631)                  (763)
 Amortization expense                          (5)            (1)                   (7)                    (569)
 Share of loss of associate                    (404)          -                     (404)                  -
 Share-based payment expense                   (577)          (1,565)               (2,141)                (120)
                                               -------------  -------------         -------------          -------------
 Segment operating loss                        (9,426)        (5,426)               (14,856)               (2,401)
                                               -------------  -------------         -------------          -------------

 

 

(1)Central overheads, which relate to operations of the Group functions, are
not allocated to the operating segments.

Operating profit/loss is the measure of profit or loss regularly reviewed by
the Board. Other items comprising the Group's loss before tax are not
monitored on a segmental basis.

The information reported to the Board does not include balance sheet
information at the segment level.

 

Operating segment analysis for the year ended 31 December 2024

                                               Therapeutics   Central overheads(1)  Total          Diagnostics

                                                                                    (continuing)   (discontinued)
                                               £000           £000                  £000           £000
 Revenue                                       113            -                     113            24,311
 Cost of goods sold                            -              -                     -              (13,134)
                                               -------------  -------------         -------------  -------------
 Gross profit                                  113            -                     113            11,177

 Research costs                                (14,266)       -                     (14,266)       (280)
 Selling, general and administrative expenses  (3,135)        (8,910)               (12,045)       (10,336)
                                               -------------  -------------         -------------  -------------

 Adjusted EBITDA                               (17,288)       (8,910)               (26,198)       561

 Impairment charge                             -              -                     -              (23,388)
 Depreciation expense                          (1,238)        (251)                 (1,489)        (991)
 Amortization expense                          (11)           (5)                   (16)           (870)
 Share of loss of associate                    (747)          -                     (747)          -
 Share-based payment expense                   (707)          (3,400)               (4,107)        (871)
                                               -------------  -------------         -------------  -------------
 Segment operating loss                        (19,991)       (12,566)              (32,557)       (25,559)
                                               -------------  -------------         -------------  -------------

(1)Central overheads, which relate to operations of the Group functions, are
not allocated to the operating segments.

Operating profit/loss is the measure of profit or loss regularly reviewed by
the Board. Other items comprising the Group's loss before tax are not
monitored on a segmental basis.

The information reported to the Board does not include balance sheet
information at the segment level.

 

4)   Revenue

 

The Group's operations and main revenue streams are those described in the
last annual financial statements. The Group's revenue is all derived from
contracts with customers.

Disaggregation of revenue

 

In the following table, revenue is disaggregated by its nature. The table also
includes a reconciliation of the disaggregated revenue with the Group's
reportable segments (see Note 3).

 

 

Six months ended 30 June 2025

 £'000                   Therapeutics  Continuing operations  Diagnostics (discontinued)  Total
 Nature of revenue
 Sale of goods           -             -                      5,807                       5,807
 Provision of services   -             -                      294                         294
 Licence-related income  56            56                     -                           56
                         56            56                     6,102                       6,158

 

Six months ended 30 June 2024

 

 £'000                   Therapeutics  Continuing operations  Diagnostics (discontinued)  Total
 Nature of revenue
 Sale of goods           -             -                      10,506                      10,506
 Provision of services   -             -                      652                         652
 Licence-related income  56            56                     47                          103
                         56            56                     11,205                      11,261

 

Year ended 31 December 2024

 £'000                   Therapeutics  Continuing operations  Diagnostics (discontinued)  Total
 Nature of revenue
 Sale of goods           -             -                      22,849                      20,019
 Provision of services   -             -                      1,462                       1,462
 License-related income  113           113                    -                           113
                         113           113                    24,311                      24,424

 

 

5)   Earnings per share

 

 Total Earnings Per Shares                             Unaudited                      Unaudited                      Audited
 £'000                                                 6 months ended 30 June 2025    6 months ended 30 June 2024    Year ended 31 December 2024

 Loss for the period                                   (17,728)                       (7,965)                        (52,841)

 Weighted average number of shares (number)            381,243,598                    326,900,635                    344,577,451

 -       Basic and diluted loss per ordinary share     (4.65)                         (2.44)                         (15,34)
 -

 

 

 Continuing Earnings Per Share                         Unaudited                      Unaudited                      Audited
 £'000                                                 6 months ended 30 June 2025    6 months ended 30 June 2024    Year ended 31 December 2024

 Loss for the period                                   (16,134)                       (5,702)                        (29,427)

 -       Basic and diluted loss per ordinary share     (4.23)                         (1.74)                         (8.54)

 

 Discontinued Earnings Per Share                       Unaudited                      Unaudited                      Audited
 £'000                                                 6 months ended 30 June 2025    6 months ended 30 June 2024    Year ended 31 December 2024

 Loss for the period                                   (1,594)                        (2,263)                        (23,414)

 -       Basic and diluted loss per ordinary share     (3.82)                         (2.44)                         (6.79)

 

6) Convertible bond

 

In October 2022, the Group issued senior unsecured convertible bonds ('the
Bonds') of £55.00 million to a fund advised by Heights Capital Ireland LLC, a
global equity and equity-linked focussed investor. The Bonds were issued at
95% par value with total net proceeds of £52.25 million, (net of transaction
costs of £3.5 million) and accrue interest at an annual rate of 6.5% payable
quarterly in arrears.

The Bonds contain various conversion and redemption features. The Bonds have a
maturity of five years, and are repayable in 20 quarterly amortisation
repayments, of principal and interest over the five-year term, in either cash
or in new ordinary shares at the Group's option. If in shares, the repayment
is at the lower of the conversion price (88.72p) or a 10% discount to the
volume weighted average price ('VWAP') in the five- or ten-day trading period
prior to election date. The conversion price reset downwards from the original
118.75p at the Reset Date on 20 April 2024. There is a Reset Clawback Period
in place until 20 January 2025 during which, if the VWAP of the Company's
Ordinary Shares on each of at least 20 dealing days in any period of 30
consecutive dealing days is greater than 130% of the pre-reset conversion
price, then the conversion price will be restored, thereby reversing the
effect of the reset made on 20 April 2024. Additionally, the bondholder has
the option to partially convert the convertible bonds at their discretion
which has occurred twice to date, on 10 February 2023 and 20 September 2023
where £2.85 million and £0.85 million of principal was settled respectively

The bond agreement contains embedded derivatives in conjunction with an
ordinary host debt liability. The derivative element is measured at fair value
using a Monte-Carlo option pricing model, which estimates the fair value based
on the probability-weighted present value of expected future investment
returns, considering each of the possible outcomes available to the
bondholders. The fair value of the derivative liability has reduced during the
year to £1.28 million (2023: £15.00 million) as a result of fluctuations in
the share price during the period and a reduction in the principal amount
remaining from £40.80 million to £30.60 million. This has resulted in a gain
on revaluation of derivative of £13.72 million (2023, restated: gain of
£6.33 million).

The host debt liability is measured at amortised cost, being adjusted to
reflect revisions in estimated cashflows arising from early conversion events,
resulting in an implied interest charge of £9.85 million (2023: £14.48
million) and a liability at year-end of £20.50 million (2023, restated:
£24.33 million).

An error arose from changes in the measurement of the convertible bond
derivative valuation at inception and subsequent reporting date.  The
convertible debt liability for 2023 has been reduced by £3.33 million
(restated: £15.0 million) due to a valuation error resulting in a change to
the carrying amount at inception, and subsequent amortization.  There is also
an increased impact on a share premium for 2023 by £0.19 million (restated:
£83.41 million) due to share premium recognized on conversion changes.

During the 6 month period ended 30 June 2025, the following conversion events
occurred:

-     On 21 January 2025, 6,663,568 new ordinary shares were issued in
settlement of the quarterly principal of £2.55 million and interest repayment
of £0.50 million.

-     On 23 April 2025, 9,384,366 new ordinary shares were issued in
settlement of the quarterly principal of £2.55 million and interest repayment
of £0.46 million, reducing the principal remaining to £25.50 million.

 

 

                              Convertible bond - derivative  Convertible bond -

debt
                              £000                           £000
 At 1 January 2024            15,000                         24,325
 Repayments (equity settled)  -                              (7,111)
 Interest expense             -                              5,283
 Revaluation of derivative    (13,400)                       -
                              -----------                    -----------------
 At 30 June 2024              1,600                          22,497
 Repayments (equity settled)                                 (3,441)
 Repayments (cash settled)    -                              (3,130)
 Interest expense             -                              4,571
 Revaluation of derivative    (319)                          -
                              -----------                    -----------------
 At 31 December 2024          1,281                          20,497
 Repayments (equity settled)  -                              (6,436)
 Interest expense             -                              4,104
 Revaluation of derivative    (1,008)                        -
                              -----------                    -----------------
 At 30 June 2025              273                            18,165
                              -----------                    -----------------

 

7)   Share capital

 

                                                                                  Unaudited                       Unaudited                       Audited

Six months ended 30 June 2025
Six months ended 30 June 2024
Year ended 31 December 2024
                                                                                  £000                            £000                            £000
 Allotted, called up and fully paid:                                              39,369                          36,108                          36,941

- 393,690,542,078,622 (H1 2024: 361,078,622, 2024: 369,406,389 ordinary shares

 of 10p each
77
77
77

- 19,327,344 deferred shares of 0.4p each
                                                                                  -----------                     -----------                     -----------
                                                                                  39,446                          36,185                          37,018
                                                                                  -----------                     -----------                     -----------

 

 

During the period, the following ordinary share issues occurred:

 

-     On 21 January 2025, 6,663,568 new ordinary shares were issued in
settlement of the quarterly principal of £2,550,000 and interest repayment of
£497,250 of the convertible bond.

-     On 21 April 2025, 9,384,366 new ordinary shares were issued in
settlement of the quarterly principal of £2,550,000 and interest repayment of
£455,813, reducing the principal remaining to £25,500,000 of the convertible
bond.

Additionally, during the year a total of 8,236,219 ordinary shares of 10p each
were allotted and issued following the exercise of vested EMI and unapproved
options.

 

 

8)   Operating cash outflow from operations

                                                           Unaudited           Unaudited         Audited
                                                           6 months ended      6 months ended    Year ended

                                                           30 June 2025        30 June 2024      31 December

                                                                                                 2024
                                                           £000                £000              £000

 Cash flow from operating activities
 Loss for the period                                       (17,017)            (7,965)           (52,841)
 Adjustments for:
 Loss from discontinued operations                         889                 2,263             23,414
 Amortization                                              10                  7                 16
 Impairment losses                                         -                   -                 -
 Depreciation                                              728                 631               1,428
 Net (gain) / loss on disposal                             -                   -                 9

 of property, plant and equipment
 Net (gain) / loss on disposal of Subsidiary               705                 -                 -
 Deferred income movement                                  -                   -                 -
 Movement in contingent consideration                      -                                     717
 Share of loss of associate                                189                 404               747
 Profit on lease modification                              -                   -                 -
 Equity-settled share-based payment charges                740                 2,421             4,107
 Loss on fair value of convertible bond                    (1,009)             (13,400)          (13,719)
 Increase in investment in associate                       (56)                (56)              (113)
 Net finance costs                                         3,947               5,027             9,427
 Taxation                                                  (737)               (780)             444
 Operating cash outflow before changes in working capital  (11,732)            (11,729)          (26,364)

 (Increase) / decrease in inventories                      -                   -                 -
 (Increase) / decrease in trade and other receivables      (1,127)             (538)             (244)
 Increase / (decrease) in trade and other payables         723                 (330)             557
 Operating cash outflow from operations                    (12,136)            (12,597)          (26,051)

 

 

9)  Events after the reporting period

 

In July 2025, there was a settlement in cash of the quarterly amortization
payment in respect of the unsecured convertible bonds, comprising principal of
£2.55 million and interest of £0.41 million.

 

In July 2025, 10,833,333 ordinary shares of 10p each were allotted and issued
at 30p for gross proceeds of £3.25 million to be used to service the cash
settlement of the unsecured convertible bond, reducing the principal balance
to £22.95 million.

 

In August 2025, the company announced amendments to the Convertible Bond; the
October 2025 quarterly repayment and interest on the Convertible Bond will be
paid in cash; Quarterly Convertible Bond repayments and interest in respect of
20 January 2026 and 20 April 2026 payment dates will be deferred until 20
October 2027 (together, the "Deferred Repayments"). Upon the earlier of (i)
the date on which the Company publishes the data readouts of its Phase 1b
trials of FAP-Dox (AVA6000) in triple negative breast cancer and (ii) 30 June
2026, the Bondholder will have the right to accelerate the satisfaction (in
cash or shares) of one of both the Deferred Repayments and in addition, from 1
October 2026, at any time accelerate the satisfaction of the quarterly
repayments on the Convertible Bond, subject to a maximum of one acceleration
per quarter.   The conversion price of the Convertible Bond is to be set at
75.0 pence, previously set at 88.72 pence under the terms of the reset
conversion price as announced on 22 April 2024. The relevant share settlement
price in relation to the quarterly repayments and interest remains
calculatable based on the then prevailing VWAP.

 

in September 2025, 6,500,00 ordinary shares of 10p each were allotted and
issued at 50p for gross proceeds of £3.25 million to be used to service the
cash settlement of the unsecured convertible bond.

 

In September 2025, the sale of Coris Diagnostics was completed, £2.15 million
in gross initial proceeds was received.  An additional £0.65 million could
potentially be earned based on certain sales thresholds over the next 12
months.

 

 

 

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