REG - Coiled Therapeutics - Annual Report & Financial Statements
06/05/2026 07:00
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RNS Number : 1336D Coiled Therapeutics PLC 06 May 2026
6 May 2026
Coiled Therapeutics plc
("Coiled Therapeutics" or the "Company")
Annual Report & Financial Statements
Period of significant strategic change
Coiled Therapeutics plc (AIM: COIL), the clinical-stage oncology company
developing precision medicines for hard-to-treat cancers, formerly Roquefort
Therapeutics plc, announces its audited results for the year ended 31 December
2025.
Copies of the annual report and financial statements will be made available on
the Company's website at: https://coiledplc.com/investors/results-reports
(https://coiledplc.com/investors/results-reports)
Highlights:
· Strategic shift to focus on clinical assets announced, culminating
in the signing of a binding agreement to acquire the exclusive worldwide
rights for the clinical-stage oncology asset, AO-252.
· Execution of a strategy to focus on clinical-stage assets through
the divestment of non-core programs, Lyramid and MK Cell programs.
· Board changes to reflect new strategic direction.
Post Year-end highlights:
· Completed the acquisition of AO-252, changed the Company name to
Coiled Therapeutics plc and successfully moved the Company's listing to the
AIM market of the London Stock Exchange ("AIM").
· Successfully raised gross proceeds of £8.5 million to fund the
Company through key clinical and value inflection points in 2026 and 2027.
· On 8 April 2026, announced a highly encouraging 80% Clinical Benefit
Rate (CBR) in patients receiving a twice-daily dose, with a continued
favourable safety profile.
· Following positive data, confirmed the accelerated transition into
dose expansion cohorts focusing on high-value indications in ovarian and
prostate cancer, with data readouts anticipated in H2 2026.
· Strengthened the Board with the appointment of Dr Sotirios
Stergiopoulos as Executive Chairman and Sridhar Vempati as Chief Executive
Officer and Pamela Frank as Non-Executive Director, creating a Board with the
scientific, clinical, and capital markets experience to guide the Company's
growth.
Sridhar Vempati, Chief Executive Officer of Coiled Therapeutics, commented: "Following a period of significant strategic change, Coiled Therapeutics has been successfully repositioned as a clinical-stage oncology company with a clear and compelling investment proposition. Our immediate focus is on our lead asset, AO-252, a potential first-in-class TACC3 inhibitor, where recent clinical data is very encouraging."
"Our priority for 2026 is to execute our clinical strategy and deliver key data readouts from our expansion cohorts in the second half of the year. The significant M&A appetite for clinical-stage assets in our field, highlighted by the recent multi-billion-dollar acquisition of Halda Therapeutics by Johnson & Johnson, underscores the strategic importance of this data. We believe positive results will provide the validation needed to initiate our own partnering discussions from a position of strength, which we see as the optimal path to driving significant, long-term value for our shareholders. I would like to thank our colleagues for their dedication and our shareholders for their continued support as we enter this exciting new chapter for the Company."
Enquiries:
Coiled Therapeutics plc
Sotirios Stergiopoulos (Chairman) Via Burson Buchanan
Sridhar Vempati (CEO)
SP Angel Corporate Finance LLP (Nominated Adviser and Joint Broker) +44 (0)20 3470 0470
David Hignell / Adam Cowl / Devik Mehta (Corporate Finance)
Vadim Alexandre / Rob Rees (Corporate Broking)
Shard Capital Partners LLP (Joint Broker) +44 (0)20 4530 6926
Damon Heath
CPS Capital Group Pty Ltd (Joint Broker) +61 (0)8 9223 2222
Jason Peterson / David Valentino
Burson Buchanan (Public Relations) +44 (0)20 7466 5000
Henry Harrison Topham / Jamie Hooper / Toto Berger
About Coiled Therapeutics plc
Coiled Therapeutics (AIM: COIL) is an AIM-listed, clinical-stage biotechnology
company focused on developing innovative precision oncology therapies. Its
lead programme, AO-252, is a novel TACC3 inhibitor currently in Phase I
clinical trials in the USA (trials ID: NCT06136884). Coiled Therapeutics is
actively enrolling patients to test for safety and efficacy in patients whose
cancer has progressed on other treatments. The Company is also assessing
its STAT-6 siRNA programme for immunology indications. Coiled Therapeutics is
supported by a leadership team with a proven track record in drug development
and strategic backing from A2A Pharmaceuticals.
About AO-252
AO-252 is a first-in-class, orally administered, brain-penetrant small
molecule inhibitor of Transforming Acidic Coiled-Coil containing protein 3
(TACC3). TACC3 is a validated oncology target that is frequently overexpressed
in many aggressive, hard-to-treat solid tumours but is dispensable in normal
adult cells, providing a wide therapeutic window.
By selectively disrupting cancer-critical protein-protein interactions at the
TACC3 C-terminal domain, AO-252 induces mitotic and replication stress,
impairs DNA damage repair, and triggers cancer cell death. Notably, AO-252 has
demonstrated the ability to cross the blood-brain barrier, addressing a
significant unmet medical need for the treatment of brain metastases.
The asset is currently in an ongoing Phase I open-label dose-escalation study
and early clinical signals have shown encouraging anti-tumour activity and a
benign safety profile, with the Company planning to initiate dose expansion
cohorts in lead indications, including prostate and ovarian cancer, during
2026.
For more information, please visit: www.coiledplc.com
(http://www.coiledplc.com/)
CHAIRMAN'S STATEMENT
I am pleased to present the Annual Report and Financial Statements for the
year ended 31 December 2025.
2025 was a period of significant strategic review and redirection for Coiled
Therapeutics (formerly Roquefort Therapeutics) (the "Company"). The former
Board undertook a comprehensive evaluation of a number of opportunities with
the objective of securing an asset with the potential to be transformational
for the business and its shareholders. This process led to the announcement in
the fourth quarter that the Company had entered into a binding exclusive
license agreement with Coiled Therapeutics, Inc. and A2A Pharmaceuticals, Inc.
for the worldwide exclusive rights to AO-252, a clinical-stage oncology asset
(the "AO-252 Transaction"). More information about the transaction is detailed
in the Post-Year End Events section.
Review of 2025 Events
On 1 February 2025, the Company entered into a share purchase agreement with
Pleiades Pharma Ltd for the sale of its subsidiary, Lyramid Pty Ltd, for a
total consideration of up to US$10.8 million. The consideration includes an
equity stake in Pleiades Pharma and potential upfront cash payments of up to
US$2 million. The Company originally acquired Lyramid in 2021 for £1 million.
As at the date of this report the share purchase agreement with Pleiades
Pharma Ltd had not completed.
In parallel, the Company entered into an out-licensing agreement with Pleiades
Pharma Ltd for its Mesodermal Killer (MK) Cell patents. The MK cell programme
was acquired as part of the Oncogeni acquisition in 2021. Research has
demonstrated that MK cells can activate Natural Killer (NK) cells, with
potential applications in immunology and oncology. In September 2024, the
European Patent Office granted a patent for the MK cell therapy, valid in 39
countries including the UK and EU. As at the date of this report the
out-licensing agreement with Pleiades Pharma Ltd had not completed.
On 17 March 2025, Ajan Reginald resigned as Chief Executive Officer and
Director, and Professor Sir Martin Evans resigned as Non-Executive Director;
Dr Darrin M Disley, previously a Non-Executive Director, was appointed Interim
Managing Director. These changes were part of a planned transition as the
Company executed its strategy of focusing on mature life sciences assets
rather than pre-clinical assets.
In order to capture the potential value of the uncompleted transactions with
Pleiades Pharma Ltd ahead of any material transaction, a new holding company
Midkine Investments Ltd was incorporated and the Lyramid Pty Ltd and MK Cell
assets were transferred into it. Upon completion of the transactions with
Pleiades Pharma Ltd, the Company shareholders on the register as at 30
November 2025 will receive shares in Midkine Investments Ltd proportional to
their holdings on that date.
The completion of both the Lyramid sale and the MK Cell out-licensing
agreement is contingent upon Pleiades Pharma successfully completing a
fundraising round with investors, predominantly from the Gulf Cooperation
Council (GCC) region. Due to the ongoing nature of this fundraising process,
the longstop date for both agreements has been extended on several occasions,
most recently to 31 December 2026. All other terms of the agreements remain
unchanged.
Post-Year End Events: The Formation of Coiled Therapeutics plc
On 27 March 2026, the Company completed the transaction which has materially
altered its investment proposition. The key components of this transaction
are:
· The acquisition of exclusive worldwide rights to the clinical
stage oncology asset, AO-252.
· A successful fundraising of £8.5 million (gross) to resource the
Company's strategic and clinical objectives.
· The cancellation of the Company's listing on the Main Market and
the admission of its shares to trading on the AIM market of the London Stock
Exchange.
· The Company's name was changed to Coiled Therapeutics plc.
The Company's ordinary shares were admitted to trading on the AIM market of
the London Stock Exchange simultaneously with the completion of the
acquisition of the exclusive worldwide licence to AO-252. Admission followed
the successful raising of £8.5 million (gross) at 10 pence per share through
the issue of 85,000,000 new ordinary shares to institutional investors. The
proceeds of the fundraise provide the Company with the necessary capital to
reach key clinical and value inflection points in 2026 and 2027, with material
data readouts anticipated by Q4 2026.
Lead Programme: AO-252
The scientific foundation upon which the AO-252 programme is built is very
robust. AO-252 is a first-in-class, small molecule inhibitor of TACC3, a
well-validated target known to be overexpressed in a range of aggressive and
difficult-to-treat solid tumours. On 8 April 2026, the Company provided a
clinical update on its ongoing Phase I open label trial of AO-252
(NCT06136884), reporting a clinically meaningful change in efficacy following
the transition to a twice-daily ("BID") dosing regimen. The BID cohort (Cohort
4b) demonstrated an 80% Clinical Benefit Rate (CBR), a significant improvement
over the 40% observed in the once-daily cohort, with 80% of evaluable patients
achieving tumour stabilisation or regression and treatment durations exceeding
six months in a heavily pre-treated patient population. AO-252 continued to
demonstrate a favourable safety and tolerability profile, with no serious
adverse events observed and the Maximum Tolerated Dose yet to be reached.
The Company also highlighted emerging evidence of AO-252's immune-modulatory
activity, consistent with activation of the cGAS/STING pathway, which the
Company believes could broaden the asset's therapeutic application and
combination therapy potential. Following these encouraging signals, the
Company confirmed it was accelerating the transition to targeted dose
expansion cohorts in ovarian and prostate cancer, with an enrolment target of
40 patients by Q3 2026 and comprehensive efficacy and safety data readouts
anticipated in H2 2026. Additional solid tumour indications will be selected
for AO-252, prioritising optimal efficacy data and market value proposition
for strategic positioning.
STAT-6 Programme
In addition to AO-252, the Company has a STAT-6 siRNA programme targeting
immunology indications. STAT-6 is a transcription factor involved in
IL-4/IL-13 signalling and Th2 differentiation, implicated in conditions such
as asthma, fibrosis, eczema and allergic disease. The Company's approach uses
siRNA technology, which offers potential advantages over existing STAT-6
degrader strategies, including broader silencing at the mRNA level to prevent
all STAT-6 isoforms from forming and a reduced risk of compensatory
signalling. Following the transaction the leadership team will assess the
existing STAT-6 programme for IND submission and potential Phase I clinical
trials, however the strategic priority is advancing AO-252.
Board of Directors
Reflecting the Company's new focus as a clinical-stage company, the
composition of the Board has evolved. Concurrent with the admission to AIM, I
was pleased to be appointed to the Board as Executive Chairman and Sridhar
Vempati was appointed to the Board as Chief Executive Officer to lead the new
strategy. We join a Board comprising Non-Executive Directors Jean Marie
Duvall, Pamela Frank, and Stephen West. We believe we have the appropriate
blend of scientific, clinical, and capital markets experience to guide the
Company through its next phase of growth.
Strategy
Following Admission, the Company's immediate priority has been the advancement
of the AO-252 Phase I programme and Coiled Therapeutics provided shareholders
with an update on clinical progress in April 2026. The Board's immediate
priorities include the completion of open label Phase I dose escalation in H1
2026, the introduction of a next-generation formulation of AO-252 to optimise
drug exposure, and the initiation of a combination therapy protocol study in
Q3 2026. Comprehensive expansion cohort data readouts in ovarian and prostate
cancer are anticipated in H2 2026, at which point the Company expects to be in
a position to commence Phase II registrational trial planning and to advance
commercial and partnering discussions with larger pharmaceutical companies.
The Board will assess the Company's proprietary STAT-6 siRNA programme for
potential Phase I clinical development, with a view to building a data package
suitable for an out-licensing or partnership arrangement. The Board remains
committed to disciplined capital allocation, deploying the proceeds of the
fundraise prudently to reach the key clinical and commercial inflection points
that will drive long-term value for shareholders.
Summary and Outlook
On behalf of the Board, I would like to thank our management team, advisors,
and our new and longstanding shareholders for their support in successfully
transforming the Company.
Coiled Therapeutics has a clear lead asset in AO-252, a defined clinical
strategy and is well funded to reach a series of key milestones. The outlook
for 2026 is exciting and focused on clinical execution. Having already
reported a highly encouraging 80% CBR from our twice-daily dosing cohort, our
immediate priority is to deliver comprehensive data readouts from our ovarian
and prostate cancer expansion cohorts in the second half of the year,
additionally the Board will assess other solid tumour indications based on
optimum efficacy and commercial appeal.
These data readouts represent the most significant near-term value catalyst
for the Company and its shareholders. We expect this data will provide the
clinical validation required to advance our commercial and partnering
discussions with larger pharmaceutical companies, and to finalise our plans
for a Phase II registrational study. The Board is confident that we have a
clear pathway to deliver these milestones and drive significant long-term
value, and we look forward to reporting on our progress.
DIRECTORS' REPORT
The Directors present their report with the audited financial statements of
Coiled Therapeutics plc ("the Company") and its subsidiaries Lyramid Pty Ltd
("Lyramid"), Oncogeni Ltd ("Oncogeni") and Midkine Investments Ltd ("Midkine")
(together "the Group") for the year ended 31 December 2025. A commentary on
the business for the year is included in the Chairman's Statement. A review of
the business is also included in the Strategic Report.
During the year, the Company's Ordinary Shares were listed on the London Stock
Exchange on the Official List pursuant to Chapter 14 of the Listing Rules,
which sets out the requirements for Standard Listings. Subsequent to the year
end, on 27 March 2026, the Company's existing listing on the Main Market of
the London Stock Exchange was cancelled and the Company's enlarged issued
share capital was admitted to trading on the AIM Market of the London Stock
Exchange under the ticker symbol "COIL".
Directors
The following Directors held office during the year:
Director Position Appointed Resigned
Jean Marie Duvall Non-Executive Director 5 April 2022 Current
Pamela Frank Non-Executive Director 27 March 2026 Current
Sotirios Stergiopoulos Executive Chairman 27 March 2026 Current
Sridhar Vempati Chief Executive Officer 27 March 2026 Current
Stephen West Non-Executive Director 17 Aug 2022 Current
Dr Darrin Disley Non-Executive Director 16 Sep 2022 27 March 2026
Dr Simon Sinclair Non-Executive Director 20 April 2022 27 March 2026
Dr Ajan Reginald Chief Executive Officer 16 Sep 2022 17 March 2025
Sir Martin Evans Non-Executive Director 16 Sep 2022 17 March 2025
The beneficial interest of the Directors in the Ordinary shares of the Company
at 30 April 2026 were as follows:
Director Ordinary shares Warrants Options
Jean Marie Duvall 240,000 30,000 4,000,000
Pamela Frank - - 4,000,000
Sotirios Stergiopoulos 36,417,676 - 5,000,000
Sridhar Vempati 91,398,611 - 7,000,000
Stephen West 2,168,625 4,989,248 5,000,000
Dr Darrin Disley1 1,285,959 20,000 -
Dr Simon Sinclair1 256,884 30,000 -
(1)Directors resigned on 27 March 2026
Qualifying Third Party Indemnity Provision
At the date of this report, the Company has a third-party indemnity policy in
place for all Directors.
Substantial shareholders
As at 31 December 2025, the total number of issued Ordinary Shares with voting
rights in the Company was 163,726,294. Details of the Company's capital
structure and voting rights are set out in note 19 to the financial
statements.
The Company has been notified of the following interests of 3 per cent or more
in its issued share capital as at the date of approval of this report:
Number of Ordinary Shares %of Share Capital
Party Name
Sridhar Vempati 91,398,611 21.46%
Edward Painter 79,616,982 18.70%
Dr Sotirios Stergiopoulos 36,417,676 8.55%
SOSV III LP 25,715,368 6.04%
Chaemin Lim 15,708,838 3.69%
A2A Pharmaceuticals, Inc. 15,000,000 3.52%
Subsequent to the year end, on 27 March 2026, the Company completed a capital
reorganisation in connection with its admission to AIM as Coiled Therapeutics
plc (AIM: COIL). Each existing ordinary share of 1p was consolidated on a 10:1
basis into a single share of 10p nominal value, which was then immediately
subdivided into one New Ordinary Share of 1p nominal value and one Deferred
Share of 9p nominal value. The Deferred Shares carry no voting rights, no
right to dividends and only a minimal right to capital on a winding up, and
are intended to be cancelled in due course. Following the reorganisation, the
Company issued 85,000,000 New Ordinary Shares at 10 pence per share by way of
placing and subscription, raising gross proceeds of £8.5 million, and issued
318,750,000 consideration shares at 10 pence per share in satisfaction of the
£31.875 million licence acquisition, resulting in a total enlarged share
capital of 425,856,539 New Ordinary Shares admitted to trading on AIM.
Financial instruments
Details of the Company's financial risk management objectives and policies as
well as exposure to financial risk are contained in the accounting policies
and note 22 of the financial statements.
Greenhouse Gas (GHG) Emissions
The Group is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. However, due to its
operational footprint being limited to a laboratory historically leased from
September 2022 to 31 December 2023, consuming less than 40,000 kWh of energy,
the Group is currently exempt from GHG reporting requirements.
In the future, the Group will only measure the impact of its direct
activities, as the full impact of the entire supply chain of its suppliers
cannot be measured practically.
TCFD Disclosure
The Company is required to make climate-related financial disclosures
consistent with the TCFD recommendations, or to explain any areas of
non-compliance, in accordance with LR 14.3.27R.
For the year ended 31 December 2025, the Company has not made full disclosures
in line with all four TCFD pillars. The specific areas of non-compliance and
the reasons for each are as follows:
Governance
The Company has not disclosed a description of the Board's oversight of
climate-related risks and opportunities. This is because the Company's Board,
during the 2025 reporting period, was focused on the restructuring and AIM
Admission process. Climate governance will be established as part of the
post-Admission governance framework.
Strategy
The Company has not disclosed the climate-related risks and opportunities the
Company has identified over the short, medium and long term. Given the
Company's outsourced operational model and pre-commercial stage during 2025,
no material climate-related risks were identified as affecting the Company's
strategy or financial planning.
Risk Management
The Company has not disclosed its processes for identifying, assessing and
managing climate-related risks. As above, the Company's minimal operational
footprint during 2025 meant that no climate-related risk management processes
had been formally established.
Metrics and Targets
The Company has not disclosed the metrics and targets used to assess and
manage climate-related risks and opportunities. This information is not
available for the 2025 reporting period. Scope 1 and 2 emissions data is
provided in the SECR disclosure above.
Expected timeline
Following AIM Admission and the transformation to Coiled Therapeutics plc in
March 2026, the Company intends to develop a climate risk framework
appropriate to its clinical-stage activities.
The Company is targeting improved TCFD disclosure in its next annual report.
Modern Slavery Act 2015
The Company's annual turnover of £nil (2024: £nil) for the year ended 31
December 2025 is below the £36 million threshold set by the Modern Slavery
Act 2015. Accordingly, the Company is not required to prepare or publish a
slavery and human trafficking statement for this financial year.
The Directors are committed to maintaining ethical standards across the
Company's business activities and its supply chain relationship.
Dividends
The Directors do not propose a dividend in respect of the year ended 31
December 2025.
Research and development, Future developments and events subsequent to the
year end
Further details of the Company's research and development, future developments
and events subsequent to the year-end are set out in the Strategic Report.
Research and development costs incurred for the year ended 31 December 2025
was £149,529 (2024: £152,915).
Corporate Governance
The Governance Report forms part of the Directors' Report.
Going Concern
The Directors have prepared financial forecasts to estimate the likely cash
requirements of the Group over the period to 30 April 2027, given its stage of
development and lack of recurring revenues. In preparing these financial
forecasts, the Directors have made certain assumptions with regards to the
timing and amount of future expenditure over which they have control. The
Directors have considered the sensitivity of the financial forecasts to
changes in key assumptions, including, among others, potential cost overruns
within committed spend, ability to raise new funding and changes in exchange
rates.
The Group's available resources as at 31 December 2025 were not sufficient to
cover existing committed costs and the costs of planned activities for at
least 12 months from the date of approval of these financial statements.
Subsequent to the year end, on 27 March 2026, the Company completed its
acquisition of the AO-252 licence from Coiled Therapeutics, Inc. and a
simultaneous fundraise of £8.5 million (gross) through a placing and
subscription of new ordinary shares at 10 pence per share following a share
reorganisation, raising net proceeds of approximately £7.7 million.
Concurrent with this transaction, the Company's shares were admitted to
trading on AIM under its new name Coiled Therapeutics plc. The net proceeds
are intended to fund the key clinical development milestones for AO-252
through 2026 and 2027.
After due consideration of these forecasts, current cash resources, the net
proceeds of the fundraise completed on 27 March 2026, and the sensitivity of
key inputs, the Directors consider that the Group will have adequate financial
resources to continue in operational existence for the foreseeable future
(being a period of at least 12 months from the date of this report) and, for
this reason, the financial statements have been prepared on a going concern
basis. The financial statements do not include the adjustments that would be
required should the going concern basis of preparation no longer be
appropriate.
Principal Activities
The Company's principal activity in the reporting period was the preclinical
development of next generation medicines focused on hard-to-treat cancers.
Auditors
The re-appointment of RPG Crouch Chapman was approved by shareholders at the
Annual General Meeting of the Company held on 2 June 2025.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report alongside the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have prepared the financial
statements in accordance with UK adopted International Accounting Standards.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that year.
The Directors are also required to prepare financial statements in accordance
with the rules of the London Stock Exchange for trading on the Alternative
Investments Market (AIM).
In preparing these financial statements, the Directors are required to:
● Select suitable accounting policies and then apply them
consistently;
● Make judgements and accounting estimates that are
reasonable and prudent;
● State whether applicable UK adopted International
Accounting Standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
● Prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements and the Remuneration
Committee Report comply with the Companies Act 2006. They are also responsible
for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities. They
are also responsible to make a statement that they consider that the annual
report and accounts, taken as a whole, is fair, balanced, and understandable
and provides the information necessary for the shareholders to assess the
Company's position and performance, business model and strategy.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of the financial statements may differ from legislation in other
jurisdictions.
Statement of Directors' responsibilities pursuant to Disclosure and
Transparency Rules
Each of the Directors confirm that to the best of their knowledge and belief:
● the financial statements prepared in accordance with UK
adopted International Accounting Standards, give a true and fair view of the
assets, liabilities, financial position and loss of the Group and Company; and
● the Annual Report and financial statements, including the
Strategic Report, includes a fair review of the development and performance of
the business and the position of the Group and Company, together with a
description of the principal risks and uncertainties that they face.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit information of
which the Company's auditors are unaware, and each Director has taken all the
steps that they ought to have taken as a Director in order to make themselves
aware of any relevant audit information and to establish that the Company's
auditors are aware of that information.
This directors' report was approved by the Board of Directors on 5 May 2026
and is signed on its behalf by Dr Sotirios Stergiopoulos, Executive Chairman.
STRATEGIC REPORT
The Directors present the Strategic Report of the Company and the Group for
the year ended 31 December 2025.
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
● Consider the likely consequences of any decision
in the long term;
● Act fairly between the members of the Company;
● Maintain a reputation for high standards of
business conduct;
● Consider the interests of the Company's employees;
● Foster the Company's relationships with suppliers,
customers and others; and
● Consider the impact of the Company's operations on
the community and the environment.
We aim to work responsibly with our stakeholders, including suppliers. The key
Board decisions made in the year and post year end are set out below:
Significant events / decisions Key s172 matter(s) affected
Actions and Consequences
MK Cell Therapy out-licence to Shareholders, Business Relationships and Long-term Strategy The Company, through its wholly owned subsidiary Midkine Investments Ltd,
entered into a conditional agreement to out-licence its MK Cell patents
Pleiades Pharma Ltd exclusively to Pleiades Pharma Ltd. Consideration comprises up to US$25
million in milestone cash payments together with a 1.5% perpetuity royalty on
global net sales of all products derived from the licensed technology. The
Directors considered this transaction to be in the best interests of
shareholders, preserving long-term upside in the MK Cell programme whilst
enabling the Group to focus its resources on clinical-stage asset development.
Proposed acquisition of AO-252 licence Shareholders, Business Relationships and Long-term Strategy The Company announced the proposed acquisition of the exclusive worldwide
licence rights to AO-252, a novel first-in-class, orally administered small
molecule targeting the TACC3 protein for the treatment of certain cancers.
Consideration of approximately
£31.9 million was satisfied by the issue of new ordinary shares in March
2026. The Directors concluded that this transaction represented a
transformational step, pivoting the Group from a pre-clinical company to a
clinical-stage oncology business with a clearer pathway to value creation.
Concurrent with the proposed transaction the Company announced a proposed
placing of £8.5 million and proposed
admission to AIM, together with a share reorganisation.
Acquisition, fundraise and AIM admission Shareholders, Business Relationships and Long-term Strategy The Company completed the acquisition of the AO-252 licence, raised gross
proceeds of £8.5 million through a placing and subscription of new ordinary
shares at 10 pence per share following a share reorganisation, and was
admitted to trading on AIM under its new name, Coiled Therapeutics plc. The
Main Market listing was concurrently cancelled. The net proceeds of
approximately £7.7 million are intended to fund the key clinical development
milestones for AO-252 through 2026 and 2027. The Directors considered the
completion of the transaction and the associated fundraise to be in the best
long-term interests of the Company and its shareholders.
Portfolio optimisation Shareholders and Business Relationships The Group constantly monitors the commercial viability of its programmes to
ensure that the optimum mix is carried forward.
Interests of Employees
The Directors managed a reduction in headcount during the year following the
resignations of Ajan Reginald and Sir Martin Evans in March 2025. The
Directors were mindful of the impact of these changes on remaining employees
and ensured that all transition arrangements complied with contractual and
statutory obligations.
Impact of operations on the community and the environment: (Refer to SECR
disclosure)
The Group's operations during 2025 had a minimal environmental footprint given
the outsourced research model and the absence of owned laboratory premises.
Foster business relationships with suppliers, joint venture partners and
others
The Directors maintained engagement with the Group's key contract research
organisations and scientific advisers throughout the year and has developed
new partnerships to further the development of the AO-252 license.
Maintain a reputation for high standards of business conduct
Maintaining a reputation for high standards of business conduct: The Directors
oversaw the preparation of the AIM Admission documentation and the associated
due diligence and regulatory compliance processes and have adopted the QCA
code for corporate governance.
Act fairly between members of the Company
In connection with the AIM Admission and the associated capital raise, the
Directors considered the interests of all classes of shareholder and ensured
that the terms of the Admission were disclosed to shareholders in a timely and
transparent manner.
Review of Business in the Year
Operational Review
The Company's principal activity is set out in the Directors' Report.
During the year, the Company executed a significant strategic pivot,
transitioning from active pre-clinical drug development towards the
realisation of value through licensing and trade sale transactions, and the
identification and acquisition of a clinical-stage oncology asset.
Portfolio transactions and restructuring
In January 2025, the Company signed a binding share purchase agreement for the
sale of its wholly owned subsidiary, Lyramid Pty Ltd ("Lyramid"), to Pleiades
Pharma Ltd ("Pleiades") for total consideration of up to US$10.8 million,
comprising equity in Pleiades together with a potential upfront cash element.
Lyramid holds the Group's Midkine patent portfolio and the exclusive licence
for the antibody programmes. The completion of the Lyramid sale remained
contingent upon Pleiades completing its institutional fundraising round; the
longstop date was extended on a number of occasions during the year to allow
Pleiades sufficient time to complete this process. At the date of this report,
completion of the Lyramid sale remains pending, with the longstop date
extended to 31 December 2026.
In March 2025, the Company signed a term sheet for the proposed sale of its
wholly owned subsidiary, Oncogeni Ltd ("Oncogeni"), to The Nations Trust
Holding LLC ("Nations Trust"), a UAE-based investment and R&D
conglomerate, for a cash consideration of up to US$12 million comprising
upfront and milestone payments. Oncogeni holds the Group's exclusive licences
to the MK Cell and STAT-6 siRNA patents. A binding share purchase agreement
was targeted within 60 days of the term sheet, with completion expected in
mid-2025. Following the Company's announcement in September 2025 of the
proposed acquisition of AO-252 from Coiled Therapeutics, Inc. and A2A
Pharmaceuticals, Inc. (see below), the Nations Trust discussions did not
progress to a binding agreement and those discussions were subsequently
discontinued. The Company concluded that retaining the STAT-6 siRNA programme
within the enlarged group was strategically preferable, with the programme to
be assessed for potential Phase I clinical trials alongside AO-252.
To accommodate the Group's restructuring, the Company incorporated Midkine
Investments Ltd ("Midkine Investments") as a wholly owned subsidiary to
ring-fence the Midkine and MK Cell asset portfolios for the benefit of
existing shareholders and convertible loan note holders. In March 2026, in
connection with the AIM admission, the Company issued B Class shares in Coiled
Therapeutics plc to shareholders and convertible loan note holders of record.
These B Class shares will convert into shares in Midkine Investments in the
event that either the Lyramid sale or the MK Cell out-licence completes prior
to 31 December 2026.
In November 2025, Midkine Investments entered into a conditional out-licence
agreement for the Group's MK Cell patents with Pleiades, providing Pleiades
with an exclusive worldwide licence in return for consideration of up to US$25
million in milestone cash payments together with a 1.5% perpetuity royalty on
global net sales of all products derived from the licensed technology.
Proposed acquisition of AO-252 and strategic transformation
In September 2025, the Company announced the proposed acquisition of the
exclusive worldwide licence rights to AO-252 from A2A Pharmaceuticals, Inc.
and Coiled Therapeutics, Inc. AO-252 is a novel first-in-class, orally
administered small molecule drug candidate targeting the TACC3 protein, which
is over-expressed in many aggressive tumour types, including prostate and
ovarian cancers. AO-252 is in a Phase I/II clinical trial in the US,
representing a significant de-risking step relative to the Group's existing
pre-clinical asset base. In November 2025, the Company entered into a binding
exclusive licence agreement for AO-252, with completion of the transaction
conditional upon shareholder approval, the associated fundraise and admission
to AIM. The enlarged group intends to assess the STAT-6 siRNA programme for
potential Phase I clinical trials alongside AO-252, creating a two-asset
clinical pipeline. On 27 March 2026 the Group successfully completed the
transaction and relisted on AIM.
Board and management changes
In March 2025, Ajan Reginald stepped down as Chief Executive Officer as part
of a planned transition as the Company moved to complete the execution of its
asset disposal strategy. Dr Darrin Disley OBE was appointed Interim Managing
Director, bringing substantial life sciences entrepreneurial experience.
Professor Sir Martin Evans also stepped down from his role as Non-Executive
Director at that time.
Financing
During the year the Company continued to manage its cost base prudently,
maintaining the 75% reduction in salaries and Directors' fees implemented in
August 2024. All outstanding convertible loan notes were converted into
ordinary shares during the year. The Company raised additional working capital
through advance subscriptions (convertible into ordinary shares) and a loan
facility with A2A Pharmaceuticals, to fund the upfront costs associated with
the proposed AO-252 acquisition. Subsequent to the year end, on 27 March 2026,
the Company raised gross proceeds of £8.5 million through a placing and
subscription of new ordinary shares at 10 pence per share following a share
reorganisation, completing the AO-252 acquisition and being admitted to
trading on AIM under its new name, Coiled Therapeutics plc.
Events since the year end
Refer to Note 29 for post reporting date events.
Financial review
Results for the year to 31 December 2025
The Consolidated Statement of Comprehensive Income for the year shows a loss
of £3,362,074 (2024: £971,803) and the Consolidated Statement of Financial
Position at 31 December 2025 shows net equity of £2,419,645 (2024:
£4,889,019) for the Group.
The total comprehensive loss for the year of £3,350,730 (2024: loss of
£914,552) occurred as a result of an impairment charge to the in-progress
R&D as well as expenses for the acquisition of the AO-252 license and
subsequent listing on AIM.
Administrative expenses decreased to £683,653 (2024: £931,642) mainly due to
Directors' and employee costs reducing to £41,146 (2024: £397,659). Research
and development expenditure decreased to £149,529 (2024: £152,915) as the
Group focused on sourcing licensing deals for its portfolio.
Cash flow
Net cash outflow for the Group for 2025 was £259,623 (2024: £198,816
outflow). Net cash from financing activities for 2025 was £386,001 (2024:
£584,915).
Closing cash
As at 31 December 2025, the Group held £78,054 (2024: £337,112) of cash.
Key Performance Indicators
The Company's non-financial KPIs are positive R&D results within the
existing pre-clinical portfolio, the development of new novel anti-cancer
therapeutics, the registration of new patents to protect the clinical
advancements in anti-cancer therapeutics being achieved during the
pre-clinical stages of drug discovery and entering into licencing deals with
other companies.
The Company's financial KPIs are the Company's cash runway and budgeted
R&D spend compared to actuals.
Position of Company's Business
At the year end
At the year end the Company's Statement of Financial Position shows net assets
totalling £3,803,060 (2024: £5,348,014). Subsequent to the year end, on 27
March 2026, the Company completed a reverse takeover and was admitted to
trading on AIM as Coiled Therapeutics plc raising gross proceeds of £8.5
million through a placing and subscription at 10 pence per share. The
Directors are satisfied that the funds raised at admission, together with the
ability to raise further funds through corporate transactions and/or financing
arrangements if required, are sufficient to meet the Company's obligations as
they fall due.
Environmental matters
The Board contains personnel with a good history of running businesses that
have been compliant with all relevant laws and regulations and there have been
no instances of non-compliance in respect of environmental matters.
Employee information
As at the date of this report, the Company has an Executive Chairman, one
Executive Director and three Non-Executive Directors. The Company is committed
to gender equality and, as future roles are identified, a wide-ranging search
would be completed with the most appropriate individual being appointed
irrespective of gender.
A split of our employees and directors by gender at the date of this report,
is shown below:
Male Female
Directors 3 2
Employees - -
Total employees (including directors) 3 2
Social/Community/Human rights matters
The Company ensures that employment practices take into account the necessary
diversity requirements and compliance with all employment laws. The Board has
experience in dealing with such issues and sufficient training and
qualifications to ensure they meet all requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines setting out
appropriate procedures for companies to follow to ensure that they are
compliant with the UK Bribery Act 2010. The Company has conducted a review
into its operational procedures to consider the impact of the Bribery Act 2010
and the Board has adopted an anti-corruption and anti-bribery policy.
Principal Risks and Uncertainties
The Group operates in an uncertain environment and is subject to a number of
risk factors. The Directors consider the following risk factors are of
particular relevance to the Group's activities although it should be noted
that this list is not exhaustive and that other risk factors not presently
known or currently deemed immaterial may apply.
Issue Risk/Uncertainty Mitigation
The Group is not break-even and there is no guarantee that it will generate The generation of revenues is difficult to predict and there is no guarantee The Board actively manages the commercial activities of the Group as it
significant profits in the near future that the Group will generate significant revenues in the foreseeable future. develops.
The Group will face risks frequently encountered by pre-revenue businesses The Board oversee the progress of the development of the Group's research
looking to bring new products to the market. There is also no guarantee that programmes and associated technologies and ensure funding is in place to
the intellectual property held will ultimately result in a commercially viable support the necessary trials and further development steps as these come on
product. It is also possible that technical and/or regulatory hurdles could stream.
lengthen the time required for the delivery of such a
testing product.
Research and development risks carry technical risks, including the programmes All therapeutic research and development programmes carry technical risks, The Directors engage in continuous dialogue with the CEO and senior scientific
undertaken by the Group and there is no guarantee that these technical risks including the programmes undertaken by the Group. These risks include: those staff to critically review the technical risks. The Board will establish a new
can be effectively overcome, and a successful, approved product can be associated with delays in development of effective and potent drugs; failure Scientific Advisory Board to support them in this review process.
developed of delivery by third party suppliers of research services or materials
essential to the programmes; and outcomes of clinical testing. There is no
guarantee that these technical risks can be effectively overcome, and a
successful, approved product can be developed. Furthermore, the Group is
pursuing relatively new drug classes. Whilst several examples of approved
drugs now exist in these classes, as yet no such drug has been developed for
the Group's targets. There is a risk that these novel classes of drugs may not
be an effective way of modulating the target's expression to exert appropriate
clinical benefit in the target conditions.
Biotechnology programmes are subject to the most stringent regulatory Key regulatory focus areas are safety and efficacy, and future clinical trials The Scientific Advisory Board will be critical in supporting the Board in
oversight by various government agencies and ethics committees and there is no conducted by the Group may be suspended or abandoned entirely in the event understanding and mitigating these risks. Even so, a sudden unforeseen change
guarantee that the proposed development work will result in an efficacious that regulatory agencies consider that continuation of these trials could in the regulations could have a material adverse impact on the development
treatment, or even if it does, that the drug will be approved by regulatory expose participants to undue risks. Before obtaining regulatory approval of a programme.
authorities product for a target indication, substantial evidence must be gathered in
controlled clinical trials that the product candidate is safe and effective The Group cannot guarantee that the proposed development work will result in
for use for that clinical setting. Similar approvals must be obtained from the an efficacious treatment, or even if it does, that the drug will be approved
relevant regulatory authorities in each country in which the product may be by regulatory authorities.
made available, including Australia, US and the EU.
Even where the Group is successful in terms of technical and regulatory There may be other companies developing effective treatments for the same The CEO and certain Board members have extensive experience in developing
approvals, there is no guarantee it will be successful in securing an conditions as the Group, which could make commercialising any drug more products to pre-IND and completing licencing deals. The Board is in continuous
appropriate licensing deal or in achieving alternative means of difficult. The research and development programmes planned are expected to dialogue with the CEO regarding ongoing licencing discussions.
commercialising its drugs take several years before any drug might be ready and the market for such
drugs may contract significantly or become too competitive for an economically
viable drug launch. In addition, even post regulatory approval, any drug may
need to be withdrawn from the market, as well as expose the Group to claims
for compensation as a result of serious adverse events associated with the
treatment. Historically, very few drugs make it from discovery to regulatory
approval and commercialisation.
Existing patents and licences are subject to the terms and conditions of the The Group's subsidiaries Oncogeni Ltd and Midkine Investments Ltd operates its The Board maintains oversight of the Group's licence obligations and monitors
relevant licence agreement which could be terminated for non-compliance with STAT-6 siRNA and MK Cell Therapy programmes respectively under worldwide compliance on an ongoing basis. Should any areas of concern arise, legal
the terms of such licence agreement licensing agreements with Sirna Limited and Cell Therapy Limited respectively. counsel will be sought before further steps are taken.
Whilst the Group seeks to remain compliant with its remaining licence
obligations, there is a risk that rights to these patents could be forfeited
by virtue of either party failing to meet licence conditions.
The Group's ability to compete will depend in part, upon the successful Filing, prosecuting and defending patents in all countries throughout the The Group seeks to protect its intellectual property through the filing of
protection of its intellectual property, in particular its patents and world would be prohibitively expensive. It is possible that competitors will patent applications, as well as robust confidentiality obligations on its
know-how use the technologies in jurisdictions where the Group has not registered employees.
patents.
The Board intends to defend the Group's intellectual property vigorously,
where necessary through
litigation and other means.
The successful operation of the Group will depend partly upon the performance The loss of the services of certain of these members of the Group's key The Group offers incentives to Directors and employees through share warrants,
and expertise of its current and future management and employees management or the inability to identify, attract and retain a sufficient which makes them linked to the long-term success of the business.
number of suitably skilled and qualified employees may have a material adverse
effect on the Group. Any future expansion of the Group may require
considerable management time which may in turn inhibit management's ability to
conduct the day to day business of the Group.
The Group's ability to realise value from its newly acquired in-licensed asset Subsequent to the year end, the Group completed a reverse takeover and was The Board has conducted legal and scientific due diligence on the AO-252
is subject to the terms of the relevant licence agreement and the successful admitted to AIM as Coiled Therapeutics plc, acquiring an exclusive licence to licence prior to completion of the acquisition. The proceeds of the fundraise
execution of its development strategy. the AO-252 asset. The licence may contain diligence milestones, payment conducted alongside AIM admission are intended to fund near-term development
obligations or other conditions that, if unmet, could result in termination or activities. The Board will monitor licence obligations and development
restriction of the Group's rights. As an early-stage asset, there is inherent progress closely, and legal counsel will be engaged as required.
uncertainty over the clinical and commercial pathway, and the Group's ability
to meet any contractual development timelines is subject to the availability
of sufficient funding and the progress of pre-clinical and clinical
activities.
The further operations of the Group will depend on its ability to raise Pre-revenue companies are dependent on their ability to raise additional funds The CEO and Chairman have extensive experience in both the capital markets and
further funds through either equity markets or licence revenue deals or generate profits in the future to continue operations. Bio-technology sector and are confident in their abilities to raise additional
fundings or revenue.
Composition of the Board
A full analysis of the Board, its function, composition and policies, is
included in the Governance Report.
Capital Structure
The Company's capital consists of ordinary shares which rank pari passu in all
respects which during the year were traded on the Standard segment of the Main
Market of the London Stock Exchange. Subsequent to year end the Group delisted
off this segment and relisted on AIM. There are no restrictions on the
transfer of securities in the Company or restrictions on voting rights and
none of the Company's shares are owned or controlled by employee share
schemes. There are no arrangements in place between shareholders that are
known to the Company that may restrict voting rights, restrict the transfer of
securities, result in the appointment or replacement of Directors, amend the
Company's Articles of Association or restrict the powers of the Company's
Directors, including in relation to the issuing or buying back by the Company
of its shares or any significant agreements to which the Company is a party
that take effect after or terminate upon, a change of control of the Company
following a takeover bid or arrangements between the Company and its Directors
or employees providing for compensation for loss of office or employment
(whether through resignation, purported redundancy or otherwise) that may
occur because of a takeover bid.
Approved by the Board on 5 May 2026
Consolidated Statement of Comprehensive Income
Year ended 31 December Year ended 31 December
2025 2024
£ £
Note
Revenue 6 - -
Cost of Sales - (16,000)
- (16,000)
Other income 16,178 -
Administrative expenses 8 (683,653) (931,642)
Share based payments - directors and senior managers 8 - (10,958)
Research and development expenditure 8 (149,529) (152,915)
Impairment 11 (2,486,944) -
Loss on disposal of assets 13 (39,794) -
Depreciation 13 (4,954) (5,404)
Operating loss for the year (3,348,696) (1,116,919)
Interest receivable - -
Interest payable 17 (37,973) (44,857)
Finance charge 17 (17,292) (52,793)
Loss for the year before taxation (3,403,961) (1,214,569)
Taxation 9 41,887 242,766
Loss for the year (3,362,074) (971,803)
Other comprehensive income 7 11,344 57,251
Total comprehensive loss for the period attributable to equity holders of the (3,350,730) (914,552)
parent
Loss per share (basic and diluted) attributable to the equity holders (pence) 10 (2.19) (0.75)
The notes to the financial statements form an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note As at As at
31 December 31 December 2023
2024 £
£
Assets
Non-current assets
Property, Plant & Equipment 13 44,748 50,152
Intangible assets 11 5,343,505 5,343,505
Total non-current assets 5,388,253 5,393,657
Current assets
Trade and other receivables 14 25,380 157,589
Cash and cash equivalents 15 337,112 537,322
Total current assets 362,492 694,911
Total assets 5,750,745 6,088,568
Equity and liabilities
Equity attributable to shareholders
Share capital 19 1,357,366 1,291,500
Share premium 19 4,619,793 4,403,094
Share based payments reserve 20 407,000 385,537
Merger relief reserve 21 3,700,000 3,700,000
Retained deficit (5,265,071) (4,293,268)
Currency translation reserve 7 69,931 12,680
Total equity 4,889,019 5,499,543
Liabilities
Non-Current liabilities
Deferred tax liabilities 18 281,911 281,911
Current liabilities
Trade and other payables 16 179,723 307,114
Borrowings 17 400,092 -
Total liabilities 861,726 589,025
Total equity and liabilities 5,750,745 6,088,568
The notes to the financial statements form an integral part of these financial
statements.
COMPANY STATEMENT OF FINANCIAL POSITION
Note As at 31 As at 31 December
2023
December
£
2024
£
Assets
Non-current assets
Property, Plant & Equipment 13 44,748 50,152
Investments 12 4,874,774 4,874,774
Intercompany receivables 615,409 812,951
Total non-current assets 5,534,931 5,737,877
Current assets
Trade and other receivables 14 15,899 124,988
Cash and cash equivalents 15 326,670 301,674
Total current assets 342,569 426,662
Total assets 5,877,500 6,164,539
Equity and liabilities
Equity attributable to shareholders
Share capital 19 1,357,366 1,291,500
Share premium 19 4,619,793 4,403,094
Share based payments reserve 20 407,000 385,537
Merger relief reserve 21 3,700,000 3,700,000
Retained deficit (4,736,145) (3,798,504)
Total equity 5,348,014 5,981,627
Liabilities
Current liabilities
Trade and other payables 16 129,394 182,912
Borrowings 17 400,092 -
Total liabilities 529,486 182,912
Total equity and liabilities 5,877,500 6,164,539
The Company has taken advantage of section 408 of the Companies Act 2006 and
consequently a profit and loss account has not been presented for the Company.
The Company's loss for the financial period was £2,426,310 (2024: loss of
£937,641).
The notes to the financial statements form an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Based Payment Reserve
Ordinary Share capital Share Capital to £ Merger relief reserve
£ Share Premium issue £ Retained earnings Translation Reserve Total equity
£ £ £ £ £
As at 1 January 2024 1,291,500 4,403,094 - 385,537 3,700,000 (4,293,268) 12,680 5,499,543
Loss for the year - - - - - (971,803) - (971,803)
Exchange differences - - - - - - 57,251 57,251
Total comprehensive income / (loss) for the year - - - - - (971,803) 57,251 (914,552)
Transactions with owners
Ordinary shares issued 65,866 216,699 - - - - - 282,565
Share issue costs - - - - - - - -
Warrants charge - - - 21,463 - - - 21,463
Lapsed warrants -
Total transactions with owners 65,866 216,699 - 21,463 - - - 304,028
As at 31 December 2024 1,357,366 4,619,793 - 407,000 3,700,000 (5,265,071) 69,931 4,889,019
Loss for the year - - - - - (3,362,074) - (3,362,074)
Exchange differences - - - - - - 11,344 11,344
Total comprehensive income / (loss) for the year - - - - - (3,362,074) 11,344 (3,350,730)
Transactions with owners
Ordinary shares issued 279,897 141,723 - - - - - 421,620
Share capital to issue - - 459,736 - - - - 459,736
Share issue costs - - - - - - - -
Warrants charge - - - - - - - -
Lapsed warrants - - - (227,668) - 227,668 - -
Total transactions with owners 279,897 141,723 459,736 (227,668) - 227,668 - 881,356
As at 31 December 2025 1,637,263 4,761,516 459,736 179,332 3,700,000 (8,399,477) 81,275 2,419,645
The notes to the financial statements form an integral part of these financial
statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
Share Based Payment Reserve
Ordinary Share capital Share Capital to Merger relief reserve £
£ Share Premium issue £ Retained earnings Total equity
£ £ £ £
As at 1 January 2024 1,291,500 4,403,094 - 3,700,000 385,537 (3,798,504) 5,981,627
Loss for the year - - - - - (937,641) (937,641)
Total loss for the year - - - - - (937,641) (937,641)
Transactions with owners
Ordinary shares issued 65,866 216,699 - - - - 282,565
Share-based payments - - - - 21,463 - 21,463
Total transactions with owners 65,866 216,699 - - 21,463 - 304,028
As at 31 December 2024 1,357,366 4,619,793 - 3,700,000 407,000 (4,736,145) 5,348,014
Loss for the year - - - - - (2,426,310) (2,426,310)
Total loss for the year - - - - - (2,426,310) (2,426,310)
Transactions with owners
Ordinary Shares issued 279,897 141,723 - - - - 421,620
Shares issued in advance - - 459,736 - - - 459,736
Share issue costs - - - - - - -
Warrants charge - - - - - - -
Warrants lapsed - - - - (227,668) 227,668 -
Total transactions with owners 279,897 141,723 459,736 - (227,668) 227,668 881,356
As at 31 December 2025 1,637,263 4,761,516 459,736 3,700,000 179,332 (6,934,787) 3,803,060
The notes to the financial statements form an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF CASH FLOW
Year ended 31 December Year ended 31 December
2025 2024
£ £
Note
Cash flow from operating activities
Loss before income tax (3,403,961) (1,214,569)
Adjustments for:
Taxation 9 41,887 242,766
Interest expense 37,973 44,857
Finance charge 17,292 52,793
Impairment 11 2,486,944 -
Disposal of assets 39,794 -
Foreign Exchange (42,005) 54,556
Share based payment - 21,463
Depreciation 13 4,954 5,404
Changes in working capital:
Decrease / (Increase) in trade and other receivables (16,530) 130,412
Increase / (Decrease) in trade and other payables 188,028 (121,143)
Net cash used in operating activities (645,624) (783,731)
Cash flow from Investing activities
Purchase of Property, Plant & Equipment - -
Interest received - -
Net cash used in investing activities - -
Cash flows from financing activities
Proceeds from convertible loan note - 584,915
Proceeds from share issue 386,001 -
Interest paid - -
Net cash generated from / (used in) financing activities 386,001 584,915
Net decrease in cash and cash equivalents (259,623) (198,816)
Cash and cash equivalents at the beginning of the period 337,112 537,322
Foreign exchange impact on cash 565 (1,394)
Cash and cash equivalents at the end of the period 15 78,054 337,112
The following non-cash items occurred during the year:
● Issue of 2,466,547 shares for £39,999 to settle an
outstanding employment liability;
● Issue of 9,789,812 shares for a total value of £145,621
for the conversion of convertible loan note liability to share capital; and
● Reclassification of convertible loan note amounts of
£309,736 to shares to issue reserve.
COMPANY STATEMENT OF CASH FLOW
Year ended 31 December Year ended 31 December
2025 2024
£ £
Note
Cash flow from operating activities
Loss before income tax (2,426,310) (1,061,334)
Adjustments for:
Interest expense 37,973 44,857
Finance charge 17,292 52,793
Impairment 1,648,759 -
Disposal of assets 39,794 -
Depreciation 13 4,954 5,404
Share based payment - 21,463
Taxation - 123,693
Changes in working capital:
Decrease / (Increase) in trade and other receivables (21,144) 109,087
Decrease in trade and other payables 235,318 (66,870)
Net cash used in operating activities (483,364) (770,907)
Cash flow from Investing activities
Purchase of Property, Plant & Equipment 13 - -
Borrowings from/(to) subsidiaries (155,342) 210,988
Net cash from/ (used in) investing activities (155,342) 210,988
Cash flows from financing activities
Proceeds from convertible loan note - 584,915
Proceeds from share issue 386,001 -
Net cash from financing activities 386,001 584,915
Net increase / (decrease) in cash and cash equivalents (252,705) 24,996
Cash and cash equivalents at the beginning of the period 326,670 301,674
Foreign exchange impact on cash - -
Cash and cash equivalents at the end of the period 15 73,965 326,670
The following non-cash items occurred during the year:
● Issue of 2,466,547 shares for £39,999 to settle an
outstanding employment liability;
● Issue of 9,789,812 shares for a total value of £145,621
for the conversion of convertible loan note liability to share capital;
● Reclassification of convertible loan note amounts of
£309,736 to shares to issue reserve; and
● Settlement of intercompany loan via the issue of
1,589,682 shares at £0.4891 for a total value of £771,905.
The notes to the financial statements form an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
Coiled Therapeutics plc (formerly Roquefort Therapeutics plc), the Group's
ultimate parent company, was incorporated on 17 August 2020 as a public
company limited by shares in England and Wales with company number 12819145
under the Companies Act 2006.
The Company listed on the London Stock Exchange on 22 March 2021. Subsequent
to the year end, on 27 March 2026, the Company's existing listing on the Main
Market of the London Stock Exchange was cancelled and the Company's enlarged
issued share capital was admitted to trading on the AIM Market of the London
Stock Exchange. Simultaneously, the Company changed its name to Coiled
Therapeutics plc and its shares commenced trading under the ticker symbol
"COIL".
The address of its registered office is 85 Great Portland Street, First Floor,
London W1W 7LT, United Kingdom.
The principal activity of the Company is to develop pre-clinical next
generation medicines focused on hard-to-treat cancers.
The consolidated financial statements of the Group have been prepared in
accordance with UK adopted International Accounting Standards as issued by the
International Accounting Standards Board (IASB) and endorsed by the UK
Endorsement Board. They have been prepared under the assumption that the Group
operates on a going concern basis.
2. New Standards and Interpretations
New and revised accounting standards adopted for the year ended 31 December
2025 did not have any material impact on the Group's accounting policies.
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January
2025:
● IFRS 16 Leases (Amendment - Liability in a Sale and
Leaseback);
● IAS 1 Presentation of Financial Statements (Amendment -
Classification of Liabilities as Current or Non-current) with Covenants; and
● Amendment to IAS 7 and IFRS 7 - Supplier finance.
The following amendments are effective for the period beginning 1 January
2026:
● Lack of Exchangeability (Amendments to IAS 21 The
effects of changes in foreign exchange rates)
The Group is currently assessing the impact of these new accounting standards
and amendments. The Group does not believe that the amendments to IAS 1 will
have a significant impact on the classification of its liabilities. The Group
does not expect any other standards issued by the IASB, but not yet effective,
to have a material impact on the Group.
3. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these
financial statements are set out below.
These policies have been consistently applied to all the period presented,
unless otherwise stated.
a) Basis of Preparation
The financial statements of Coiled Therapeutics plc have been prepared in
accordance with UK adopted International Accounting Standards, and the
Companies Act 2006.
The financial statements have been prepared on an accrual basis and under the
historical cost convention.
b) Going Concern
The Directors have prepared financial forecasts to estimate the likely cash
requirements of the Group over the period to 30 April 2027, given its stage of
development and lack of recurring revenues. In preparing these financial
forecasts, the Directors have made certain assumptions with regards to the
timing and amount of future expenditure over which they have control. The
Directors have considered the sensitivity of the financial forecasts to
changes in key assumptions, including, among others, potential cost overruns
within committed spend, ability to raise new funding and changes in exchange
rates.
The Group's available resources as at 31 December 2025 were not sufficient to
cover existing committed costs and the costs of planned activities for at
least 12 months from the date of approval of these financial statements.
Subsequent to the year end, on 27 March 2026, the Company completed its
acquisition of the AO-252 licence from Coiled Therapeutics, Inc. and a
simultaneous fundraise of £8.5 million (gross) through a placing and
subscription of new ordinary shares at 10 pence per share following a share
reorganisation, raising net proceeds of approximately £7.7 million.
Concurrent with this transaction, the Company's shares were admitted to
trading on AIM under its new name Coiled Therapeutics plc. The net proceeds
are intended to fund the key clinical development milestones for AO-252
through 2026 and 2027. Refer to Note 29 for further information.
After due consideration of these forecasts, current cash resources, the net
proceeds of the fundraise completed on 27 March 2026, and the sensitivity of
key inputs, the Directors consider that the Group will have adequate financial
resources to continue in operational existence for the foreseeable future
(being a period of at least 12 months from the date of this report) and, for
this reason, the financial statements have been prepared on a going concern
basis. The financial statements do not include the adjustments that would be
required should the going concern basis of preparation no longer be
appropriate.
The Directors have sensitised the cash flow forecasts by applying downside
adjustments to the key assumptions, including a 10% increase in projected
operating expenditure. Under this scenario modelled, the net proceeds of
approximately £7.7 million are sufficient to meet the Group's committed
obligations and planned development expenditure for a period of at least 12
months from the date of approval of these financial statements, with cash
headroom of approximately £5.1 million under the most adverse scenario
tested. Refer to Note 29 for further detail of the AIM Admission and the
fundraise completed on 27 March 2026.
c) Basis of Consolidation
The Group's financial statements consolidate those of the parent company and
its subsidiaries as of 31 December 2025. Lyramid Pty Ltd, Midkine Investments
Ltd and Oncogeni Ltd have reporting dates at 31 December whilst the reporting
date of Tumorkine Pty Ltd which was dissolved on 10 July 2025 was 30 June
prior to the dissolution.
All transactions and balances between Group companies are eliminated on
consolidation, including unrealised gains and losses on transactions between
Group companies. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment
from a Group perspective. Amounts reported in the financial statements of its
subsidiary have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or
disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling interests based on
their respective ownership interests.
d) Revenue From Contracts with Customers
The Group recognises revenue as follows:
Commercialisation and milestone revenue
Commercialisation and milestone revenue generally includes non-refundable
upfront license and collaboration fees; milestone payments, the receipt of
which is dependent upon the achievement of certain clinical, regulatory or
commercial milestones; as well as royalties on product sales of licensed
products, if and when such product sales occur; and revenue from the supply of
products. Payment is generally due on standard terms of 30 to 60 days.
Amounts received prior to satisfying the revenue recognition criteria are
recorded as deferred revenue or deferred consideration, depending on the
nature of arrangement. Amounts expected to be recognised as revenue within the
12 months following the consolidated balance sheet date are classified within
current liabilities. Amounts not expected to be recognised as revenue within
the 12 months following the consolidated balance sheet date are classified
within non-current liabilities.
Milestone revenue
The Group applies the five-step method under the standard to measure and
recognise milestone revenue. The receipt of milestone payments is often
contingent on meeting certain clinical, regulatory or commercial targets, and
is therefore considered variable consideration. The Group estimates the
transaction price of the contingent milestone using the most likely amount
method.
The Group includes in the transaction price some or all of the amount of the
contingent milestone only to the extent that it is highly probable that a
significant reversal in the amount of cumulative revenue recognised will not
occur when the uncertainty associated with the contingent milestone is
subsequently resolved.
Milestone payments that are not within the control of the Company, such as
regulatory approvals, are not considered highly probable of being achieved
until those approvals are received.
Any changes in the transaction price are allocated to all performance
obligations in the contract unless the variable consideration relates only to
one or more, but not all, of the performance obligations.
e) Business Combinations
The Group applies the acquisition method in accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition date fair values of
assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising
from a contingent consideration arrangement. Acquisition costs are expensed as
incurred.
Assets acquired and liabilities assumed are generally measured at their
acquisition date fair values.
f) Foreign Currency Translation
i) Functional and Presentation Currency
The financial statements are presented in Pounds Sterling (GBP), which is the
Group's functional and presentation currency.
ii) Transactions and Balances
Foreign currency monetary assets and liabilities are translated at the rates
ruling at the reporting date. Exchange differences arising on the
retranslation of assets and liabilities are recognised immediately in profit
or loss.
iii) Foreign operations
In the Group's financial statements, all assets, liabilities and transactions
of Group entities with a functional currency other than GBP are translated
into GBP upon consolidation. The functional currencies of entities within the
Group have remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into GBP at the
closing rate at the reporting date. Goodwill and fair value adjustments
arising on the acquisition of a foreign entity have been treated as assets and
liabilities of the foreign entity and translated into GBP at the closing rate
on the acquisition date. Income and expenses have been translated into GBP at
the average rate of over the reporting period. Exchange differences are
charged or credited to other comprehensive income and recognised in the
currency translation reserve in equity. On disposal of a foreign operation,
the related cumulative translation differences recognised in equity are
reclassified to profit or loss and are recognised as part of the gain or loss
on disposal.
g) Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-makers. The chief operating
decision-makers, who are responsible for allocating resources and assessing
performance of the operating segments, has been identified as the executive
Board of Directors.
All operations and information are reviewed together so that at present there
is only one reportable operating segment.
In the opinion of the Directors, during the period the Group operated in the
single business segment of biotechnology.
h) Property, Plant & Equipment
Property, plant and equipment is stated at cost less accumulated depreciation
and, where appropriate, less provisions for impairment.
The initial recognition and subsequent measurement of property, plant and
equipment are:
Initial recognition
Property, plant and equipment is initially recognised at acquisition cost,
including any costs directly attributable to bringing the assets to the
location and condition necessary for them to be capable of operating. In most
circumstances, the cost will be its purchase cost, together with the cost of
delivery.
Subsequent measurement
An asset will only be depreciated once it is ready for use. Depreciation is
charged so as to write off the cost of property, plant and equipment, less its
estimated residual value, over the expected useful economic lives of the
assets.
Depreciation is charged on a straight-line basis as follows:
● Equipment 10 years
The disposal or retirement of an asset is determined by comparing the sales
proceeds with the carrying amount. Any gains or losses are recognised within
the Consolidated Statement of Comprehensive Income.
i) Goodwill and Intangible Assets
Goodwill represents the future economic benefits arising from a business
combination that are not individually identified and separately recognised.
Goodwill is carried at cost less accumulated impairment losses. Refer to Note
(j) for a description of impairment testing procedures.
Transactions where the definition of a business combination, per IFRS 3, is
not met due to the asset or group of assets not meeting the definition of a
business, or where the concentration test affords the Directors the option not
to treat as a business, are recognised as an asset acquisition. The Group
identifies and recognises the individual identifiable assets acquired and
liabilities assumed and allocates the cost of the group of assets and
liabilities (including directly attributable costs of making the acquisition)
to the individual identifiable assets and liabilities on the basis of their
relative fair values at the date of purchase.
Other intangible assets, including licences and patents, that are acquired by
the Group and have finite useful lives are measured at cost less accumulated
amortisation and any accumulated impairment losses. Refer to Note (j) for
amortisation procedures.
j) Impairment Testing of Goodwill, Other Intangible
Assets and Property, Plant and Equipment
For impairment assessment purposes, assets are grouped at the lowest levels
for which there are largely independent cash inflows (cash-generating units).
As a result, some assets are tested individually for impairment, and some are
tested at cash-generating unit level. Goodwill is allocated to those
cash-generating units that are expected to benefit from synergies of a related
business combination and represent the lowest level within the Group at which
management monitors goodwill.
Cash-generating units to which goodwill has been allocated are tested for
impairment at least annually. All other individual assets or cash-generating
units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's (or
cash-generating unit's) carrying amount exceeds its recoverable amount, which
is the higher of fair value less costs of disposal and value-in-use. To
determine the value-in-use, management estimates expected future cash flows
from each cash-generating unit and determines a suitable discount rate in
order to calculate the present value of those cash flows. The data used for
impairment testing procedures are directly linked to the Group's latest
approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect current market
assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount
of any goodwill allocated to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other assets in the cash-generating
unit.
Amortisation is calculated to write off the cost of intangible assets less
their estimated residual values using the straight-line method over their
estimated useful lives, from the date the assets are available for use and is
recognised in profit or loss. The available for use date is determined as the
date from which a product is commercialised - this had yet to occur, for all
intangible assets, at 31 December 2025 and 2024. Goodwill is not amortised and
has been reversed in the current year.
k) Financial Instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
i) Classification
The Group classifies its financial assets in the following measurement
categories:
● those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
The Group classifies financial assets as at amortised cost only if both of the
following criteria are met:
● the asset is held within a business model whose
objective is to collect contractual cash flows; and
● the contractual terms give rise to cash flows that
are solely payment of principal and interest.
ii) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Receivables
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
iv) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. For trade
receivables, the Group applies the simplified approach permitted by IFRS 9,
which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
l) Taxation
Taxation comprises current and deferred tax.
Current tax is based on taxable profit or loss for the period. Taxable profit
or loss differs from profit or loss as reported in the income statement
because it excludes items of income and expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The asset or liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial information and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference, and it is probable that the temporary difference will
not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
R&D tax rebate receivable represents refundable tax offsets, in cash, from
the Australian Taxation Office in relation to expenditure incurred in the
current year for eligible research and development activities. Research and
development activities are refundable at a rate of 43.5% for each dollar
spent, subject to meeting certain eligibility criteria. Funds are expected to
be received subsequent to the lodgement of the income tax return and research
and development tax incentive schedule for the current financial year. The
Group recognises a taxation credit, in the year the cash is received, which
generally relates to expenses during the prior period. In future periods
(which will include UK R&D tax credits), once an established pattern of
successful claims is recorded, the Group will consider an accruals basis,
recording the tax credit and a receivable in the period the eligible
expenditure was incurred.
m) Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and demand
deposits with banks and other financial institutions, that are readily
convertible into known amounts of cash, and which are subject to an
insignificant risk of changes in value.
The indirect method has been adopted in preparing the statement of cash flows.
Cash flows are presented gross unless the Group is able to meet the criteria
for net presentation under IAS 7.22 or IAS 7.24.Interest paid on borrowings
(including convertible loan notes) is classified as a financing activity, as
it represents the cost of the Group's financing arrangements. Interest
received on bank balances is classified within operating activities.
Tax paid and received, including overseas R&D incentive rebates, is
classified within operating activities unless the cash flow can be
specifically identified with an investing or financing activity.
Non-cash investing and financing transactions are excluded from the statement
of cash flows and are disclosed separately in the notes.
n) Equity, Reserves and Dividend Payments
Share capital represents the nominal (par) value of shares that have been
issued.
Share premium includes any premiums received on issue of share capital. Any
transaction costs directly associated with the issuing of shares are deducted
from share premium, net of any related income tax benefits.
Share based payments represents the value of equity settled share-based
payments provided to employees, including key management personnel, and third
parties for services provided.
Translation reserve comprises foreign currency translation differences arising
from the translation of financial statements of the Group's foreign entities
into GBP on consolidation.
Retained losses represent the cumulative retained losses of the Group at the
reporting date.
Merger relief reserve arises from the acquisition of Oncogeni Ltd and Lyramid
Pty Ltd whereby the excess of the fair value of the issued ordinary share
capital issued over the nominal value of these shares is transferred to this
reserve in accordance with section 612 of the Companies Act 2006.
All transactions with owners of the parent are recorded separately within
equity. No dividends are proposed for the period.
o) Earnings Per Ordinary Share
The Company presents basic and diluted earnings per share data for its
Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the profit or loss
attributable to Shareholders by the weighted average number of Ordinary Shares
outstanding during the period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings
and number of Ordinary Shares for the effects of dilutive potential Ordinary
Shares.
p) Employee Benefits
Provision is made for Lyramid Pty Ltd's liability for employee benefits
arising from services rendered by employees up to the end of the reporting
period. In determining the liability, consideration is given to employee wage
increases and the probability that the employee may satisfy vesting
requirements.
Short term obligations
Liability for wages and salaries, including non-monetary benefits, annual
leave, long service leave and accumulating sick leave expected to be settled
within 12 months of the reporting date are recognised in other payables in
respect of employees' services up to the reporting date and are measured at
the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefit obligations
Liability for annual leave and long service leave not expected to be settled
within 12 months from the reporting date is recognised in the provision for
employee benefits and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the
reporting date, using the projected unit credit method. Consideration is given
to expected future wage and salary levels, of employee departures and period
of service.
Retirement benefit obligations
Contributions for retirement benefit obligations are recognised as an expense
as they become payable. Prepaid contributions are recognised as an asset to
the extent that a cash refund or a reduction in the future payment is
available. Contributions are paid into the fund nominated by the employee.
Employee benefits provision
The liability for employee benefits expected to be settled more than 12 months
from the reporting date are recognised and measured at the present value of
the estimated future cash flows to be made in respect of all employees at the
reporting date. In determining the present value of the liability, estimates
of attrition rates and pay increases through promotion and inflation have been
taken into account.
q) Leases
Leases are accounted for by recognising a right-of-use asset and a lease
liability, except for leases of low value assets and leases with a duration of
12 months or less, for which the lease cost is expensed in the period to which
it relates.
A lease liability is recognised at the commencement date of a lease. The lease
liability is initially recognised at the present value of the lease payments
to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the
consolidated entity's incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a
purchase option when the exercise of the option is reasonably certain to
occur, and any anticipated termination penalties.
The variable lease payments that do not depend on an index or a rate are
expensed in the period in which they are incurred. Lease liabilities are
measured at amortised cost using the effective interest method. The carrying
amounts are remeasured if there is a change in the following: future lease
payments arising from a change in an index or a rate used; residual guarantee;
lease term; certainty of a purchase option and termination penalties. When a
lease liability is remeasured, an adjustment is made to the corresponding
right-of use asset, or to profit or loss if the carrying amount of the
right-of-use asset is fully written down.
Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for: lease
payments made at or before commencement of the lease; initial direct costs
incurred; and the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased asset.
For contracts that both convey a right to the Group to use an identified asset
and require services to be provided to the Group by the lessor, the Group has
elected to account for the entire contract as a lease, i.e. it does not
allocate any amount of the contractual payments to, and account separately
for, any services provided by the supplier as part of the contract.
r) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs.
After initial recognition, loans are subsequently carried at amortised cost.
Any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the statement of comprehensive income over
the period of the borrowings using the effective interest method. Fees paid on
the establishment of loan facilities are included in the initial recognition
of the loan note.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability or at least 12 months
after the end of the reporting period.
Convertible loan notes classified as financial liabilities and borrowings are
recognised initially at fair value, net of transaction costs. After initial
recognition, loans are subsequently carried at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is
recognised in the statement of comprehensive income over the period of the
borrowings using the effective interest method. Fees paid on the establishment
of loan facilities are included in the initial recognition of the loan note.
Where, subsequent to initial recognition, the Group determines that a
convertible instrument satisfies the conditions for classification as an
equity instrument under IAS 32.16(b)(ii) (the fixed-for-fixed test), the
carrying value of the instrument is reclassified from financial liabilities to
equity. No gain or loss arises on reclassification. During the year ended 31
December 2025, the convertible loan notes were reclassified in this manner-
see Note 17 and Note 20 for further detail.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability or at least 12 months
after the end of the reporting period.
s) Share-Based Payments
The Company has applied the requirements of IFRS 2 Share-based payments.
The Company issues equity settled share-based payments to the Directors and to
third parties for the provision of services provided for assistance in raising
private equity. Equity settled share-based payments are measured at fair value
at the date of grant, or the date of the service provided. The fair value
determined at the grant date or service date of the equity settled share-based
payment is recognised as an expense, or recognised against share premium where
the service received relates to assistance in raising equity, with a
corresponding credit to the share-based payment reserve. The fair value
determined at the grant date of equity settled share-based payment is expensed
on a straight-line basis over the life of the vesting period, based on the
Company's estimate of shares that will eventually vest. Once an option or
warrant vests, no further adjustment is made to the aggregate expensed.
The fair value is measured by use of the Black Scholes model as the Directors
view this as providing the most reliable measure of valuation. The expected
life used in the model has been adjusted, based on management's best
estimates, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The market price used in the model is the quoted
LSE closing price. The fair value calculated is inherently subjective and
uncertain due to the assumptions made and the limitation of the calculation
used.
t) Financial Risk Management Objectives and Policies
The Group does not enter into any forward exchange rate contracts.
The main financial risks arising from the Group's activities are market risk,
interest rate risk, foreign exchange risk, credit risk, liquidity risk and
capital risk management. Further details on the risk disclosures can be found
in Note 22.
u) Significant Accounting Judgements, Estimates and
Assumptions
The preparation of the financial statements in conformity with International
Financial Reporting Standards requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the
process of applying the Group's accounting policies.
Estimates and judgements are continually evaluated, and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. The
Directors consider the significant accounting judgements, estimates and
assumptions used within the financial statements to be:
Impairment of intercompany loans
The Group and the Company assess at each reporting date whether there is any
objective evidence that loans to subsidiaries are impaired. To determine
whether there is objective evidence of impairment, a considerable amount of
estimation is required to determine future credit losses over the 12 month
period of life time of the loan.
Impairment of intangible assets and goodwill - Note 11
At 31 December 2025, the Group held intangible assets with a pre-impairment
carrying value of £5,343,505, comprising £5,061,594 of in-progress research
and development and £281,911 of goodwill relating to the expected tax
benefits of the capitalised amounts. The Group assessed whether there were any
indicators of impairment by estimating the recoverable amount of each asset or
cash-generating unit based on probable future cash flows.
As a result of this assessment, the Directors identified impairment indicators
in respect of two cash-generating units and recognised total impairment
charges of £2,486,944 in the year. The Lyramid intangible assets were fully
impaired following the transfer of the licence chain out of the Group,
resulting in a charge of £1,199,619 in respect of in-progress research and
development.
The goodwill of £281,911 was attributable solely to the Lyramid
cash-generating unit and was derecognised in full as part of the same
assessment. The MK Cell Therapy programme was fully impaired at a value of
£1,287,325 having regard to the uncertainties surrounding the timing and
achievability of contracted milestones at the balance sheet date. No
impairment was identified in respect of the STAT-6 siRNA programme, which
remains in active pre-clinical development. Following recognition of these
charges, the carrying value of the Group's intangible assets at 31 December
2025 was £2,574,650, comprising solely the STAT-6 siRNA programme, with no
goodwill remaining.
Classification of convertible loan notes as equity - Note 17
The Directors applied judgement in assessing whether the convertible loan
notes satisfied the fixed-for-fixed test under IAS 32.16(b)(ii) at the date of
reclassification on 30 December 2025. The Directors concluded that the
fixed-for-fixed condition was met based on the terms of the original loan note
instrument and the conversion confirmations received. Accordingly, the
outstanding principal and accrued interest were reclassified to the Share
capital to issue reserve.
4. Investments in Subsidiaries
The parent company has investments in the following subsidiary undertakings
which are unlisted:
Proportion of voting
Incorporation date Country of incorporation rights Principal activity
Name Registered address Holding
Oncogeni Ltd 29 May 2019 England 85 Great Portland Street, First Floor, London, England, W1W 7LT Ordinary shares 100% Biotechnology research company
Lyramid Pty 1 July 2016 Australia Suite 4, 246-250 Railway Parade, West Leederville, WA 6007, Australia Indirect 100% Biotechnology research company
Ltd
Tumorkine Pty 11 March 2022 (Dissolved Australia Suite 4, 246-250 Railway Parade, West Leederville, WA 6007, Australia Ordinary shares 100% Dormant
Limited 10 July 2025)
Midkine Investments limited 26 August UK 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF Ordinary shares 100% Holding Company
2025
5. Directors' and Employees' Remuneration
The aggregate remuneration comprised:
Group Year ended 31 December Group Year ended 31 December Company Year ended 31 December Company Year ended 31 December
2025 2024 2025 2024
£ £ £ £
Wages and salaries 58,410 338,440 41,500 292,047
N.I and other Social Security(1) (5,096) 25,031 (5,096) 25,031
Pension costs(2) (12,168) 26,882 (15,058) 19,613
Share-based payments - 7,306 - 7,306
41,146 397,659 21,346 343,997
(1)Credit balance for N.I relates to reversal of HMRC annual allowance during
the year
(2)During 2024 and 2025 the Company accrued the pension costs for the CEO Ajan
Reginald. As part of his termination agreement the accrued pension amounts
were waived.
Remuneration of Key Management Personnel
Year ended 31 December Year ended 31 December
2025 2024
£ £
Salaries and short-term employee benefits 41,500 279,546
Long term benefits - -
Post-employment benefits 600 16,138
Share based payment charge - 7,306
42,100 302,990
Key management personnel has been defined as the directors of Coiled
Therapeutics plc only.
The total remuneration of the highest paid director was £21,000 (2024:
£143,883).
Further information about the remuneration of individual directors is provided
in the Directors' Remuneration Report.
Average number of employees during the year (including Directors full time
equivalent)
Year ended 31 December Year ended 31 December
2025 2024
Continuing operations 5 6
At 31 December 2025 the Company had six (6) employees in total which were all
Directors.
Lyramid Pty Ltd has no employees at year end.
Oncogeni Ltd has no employees.
6. Revenue
Year ended 31 December Year ended 31 December
2025 2024
£ £
Licence revenue - -
7. Other Comprehensive Income
Items credited/(charged) to the other comprehensive income line of the
statement of comprehensive income relate to the impact of foreign exchange
movements on cash and cash equivalents balances. The corresponding movement is
offset against the currency translation reserve in the statement of financial
position:
Year ended 31 December Year ended 31 December
2025 2024
£ £
Opening Balance 69,931 12,680
Foreign exchange impact 11,344 57,251
Closing Balance 81,275 69,931
8. Operating Loss
The following items have been charged to the statement of comprehensive income
in arriving at the Group's operating loss from continuing operations:
Year ended 31 December Year ended 31 December
2025 2024
£ £
Directors' and employee costs 41,146 390,353
Legal fees 49,995 45,055
Consulting and professional fees 296,149 116,740
Other expenditure 296,363 379,494
Administrative expenses 683,653 931,642
Share based payments to directors and senior management - 10,958
Research and development expenditure 149,529 152,915
Total operating expenditure 833,182 1,095,515
During the year the Group obtained the following services from its auditor:
Year ended 31 December Year ended 31 December
2025 2024
£ £
Audit Services
Statutory audit - Group and Company 69,750 57,750
Non-audit services - -
69,750 57,750
9. Taxation
Year ended 31 December Year ended 31 December
2025 2024
£ £
Current tax - -
Deferred tax - -
Australian R&D rebate(1) 41,887 119,073
UK R&D rebate - 123,693
Income tax credit 41,887 242,766
(1)R&D tax rebate receivable represents refundable tax offsets, in cash,
from the Australian Taxation Office ("ATO") in relation to expenditure
incurred in the prior year for eligible research and development activities
Income tax can be reconciled to the loss in the statement of comprehensive
income as follows:
Year ended 31 December Year ended 31 December
2025 2024
£ £
Loss (3,362,074) (971,803)
R&D tax rebate 41,887 242,766
(3,320,187) (729,037)
Tax at the corporation rate of 25% 830,047 182,259
Effect of overseas tax rates - -
Expenditure disallowable for taxation (439,421) (26,167)
Share based payment temporary difference on which no deferred tax asset has - (5,366)
been recognised
Remeasurement of deferred tax for changes in tax rates - -
Tax losses on which no deferred tax asset has been recognised (390,626) (150,726)
Total tax (charge)/credit - -
UK - -
Overseas - -
Total tax (charge)/credit - -
The Group has accumulated tax losses of approximately £4,526,287 (2024:
£3,812,827) that are available, under current legislation, to be carried
forward indefinitely against future profits.
The tax losses can be broken down to the following:
Year ended 31 December Year ended 31 December
2025 2024
£ £
Australia (502,564) (484,621)
United Kingdom (4,023,723) (3,328,206)
Carried forward tax losses (4,526,287) (3,812,827)
A deferred tax asset has not been recognised in respect of these losses due to
the uncertainty of future profits.
The amount of the deferred tax asset not recognised is approximately
£1,093,441 (2024: £908,375).
10. Earnings Per share
Year ended 31 December Year ended 31 December
2025 2024
£ £
Loss attributable to equity shareholders (3,362,074) (971,803)
Weighted average number of ordinary shares 153,564,077 130,034,227
Loss per share in pence
Basic (2.19) (0.75)
Diluted (2.19) (0.75)
There is no difference between the diluted loss per share and the basic loss
per share presented. Share options and warrants could potentially dilute basic
earnings per share in the future but were not included in the calculation of
diluted earnings per share as they are anti-dilutive for the year presented.
As at the end of the financial period there were 25,620,300 (2024: 25,620,300)
warrants in issue that could potentially dilute earnings per share in the
future but are excluded from the calculation of diluted earnings per share as
the Group is loss-making.
11. Intangible Assets
In-progress R&D Goodwill Total
£ £ £
Cost
At 1 January 2025 5,061,594 281,911 5,343,505
Additions - - -
Impairment Charge (2,486,944) - (2,486,944)
Derecognition - (281,911) (281,911)
At 31 December 2025 2,574,650 - 2,574,650
Amortisation
At 1 January 2025 - - -
Amortisation - - -
At 31 December 2025 - - -
Carrying value
At 31 December 2025 2,574,650 - 2,574,650
In-progress R&D Goodwill Total
£ £ £
Cost
At 1 January 2024 5,061,594 281,911 5,343,505
Additions - - -
At 31 December 2024 5,061,594 281,911 5,343,505
Amortisation
At 1 January 2024 - - -
Amortisation - - -
Impairment Charge - - -
At 31 December 2024 - - -
Carrying value
At 31 December 2024 5,061,594 281,911 5,343,505
The Directors have considered the carrying value of goodwill and intangible
assets in the year ended 31 December 2025 as follows.
Intangible assets - Lyramid Pty Ltd
During the year, the third-party licence agreement granting Lyramid Pty Ltd
("Lyramid") rights to the Midkine antibody programme terminated on 4 November
2025. As Lyramid's rights to the underlying intellectual property ceased on
that date, the intangible assets capitalised in respect of the Midkine
antibody programmes no longer have any recoverable value to the Group. In
accordance with IAS 36, the full carrying value of £1,199,619 was written off
as an impairment charge in the year.
Goodwill - derecognition of DTL-related goodwill
The goodwill recognised on the acquisition of Lyramid arose solely as a
mechanical gross-up required under IFRS 3, reflecting the deferred tax
liability recognised at acquisition on the intangible assets acquired. The
goodwill had no independent value of its own and was entirely attributable to
that grossing-up adjustment.
Upon impairment of the underlying intangible assets to nil, the associated
deferred tax liability was released. As the goodwill existed only by virtue of
that deferred tax liability, it was simultaneously derecognised. The debit and
credit entries arising on derecognition passed directly between the goodwill
and deferred tax liability balances on the statement of financial position,
with no impact on the income statement.
MK Cell Therapy
At 31 December 2025, the Directors performed an impairment assessment in
respect of the remaining intangible assets, being the MK Cell Therapy
programme (carrying value £1,287,325) and the STAT-6 siRNA programme
(carrying value £2,574,650).
In respect of MK Cell Therapy, the Directors had regard to the out-licence
agreement entered into with Pleiades Pharma Ltd in November 2025, pursuant to
which Pleiades is obligated to pay milestone cash payments of up to US$25
million together with a 1.5% perpetuity royalty on global net sales. Whilst
the contracted milestone payments represent significant potential future
value, the receipt of those payments is contingent upon the achievement of
defined clinical and regulatory milestones over a development timeline that
extends beyond the balance sheet date. As Pleiades is an early-stage company
in the process of establishing its funding and clinical infrastructure, the
Directors considered that, applying a prudent accounting approach, the timing
of milestone receipts carried sufficient uncertainty at 31 December 2025 to
warrant a full impairment of the carrying value of £1,287,325. This
accounting treatment reflects the inherent uncertainties of early-stage drug
development applicable at the balance sheet date, and the Directors remain
encouraged by the progress of the programme and the commercial terms secured
under the Pleiades agreement.
STAT-6 siRNA
The Group has assessed the recoverable amount of the STAT-6 cash-generating
unit on a fair value less costs to sell (FVLCTS) basis under IAS 36.18 and
IFRS 13 Level 3 inputs. The assessment is anchored to the 2022 Oncogeni share
purchase agreement (the most directly comparable arm's-length transaction for
the asset) and supported by reference to publicly disclosed comparable
transactions in the STAT-6 and siRNA therapeutic space concluded between 2022
and 2026. The Directors have concluded that the recoverable amount materially
exceeds the carrying value of £2,574,650 under reasonable discount
assumptions, and accordingly no impairment is required (2024: nil). No
indicators of impairment under IAS 36.12 were identified.
12. Investments
Midkine Shares in subsidiary undertakings
Oncogeni Investments £
Lyramid Pty Ltd Ltd Limited
Company £ £ £
Cost at 1 January 2025 1,015,695 3,859,079 - 4,874,774
Additions - - 18,380 18,380
Disposal (1,015,695) - - (1,015,695)
Cost at 31 December 2025 - 3,859,079 18,380 3,877,459
Impairment
At 1 January 2025 - - - -
Charge for the period - - - -
At 31 December 2025 - - - -
Net book value at 31 December 2025 - 3,859,079 18,380 3,877,459
Shares in subsidiary undertakings
Investment in Lyramid Pty Ltd Investment in Oncogeni Ltd £
£ £
Company
Cost at 1 January 2024 1,015,695 3,859,079 4,874,774
Additions - - -
Cost at 31 December 2024 1,015,695 3,859,079 4,874,774
Impairment
At 1 January 2024 - - -
Charge for the period - - -
At 31 December 2024 - - -
Net book value at 31 December 2024 1,015,695 3,859,079 4,874,774
During the year, the share capital of Lyramid Pty Ltd was transferred to
Midkine Investments Ltd, a wholly owned subsidiary of the Company, as part of
an internal reorganisation of the Group's holding structure. The transfer was
effected at book value and had no impact on the consolidated financial
statements of the Group. Following the transfer, Lyramid Pty Ltd is held
indirectly by the Company through Midkine Investments Ltd.
The principal subsidiary whose carrying value requires judgement is Oncogeni
Ltd, a wholly owned subsidiary incorporated in England and Wales. The carrying
value of the Company's investment in Oncogeni Ltd at 31 December 2025 reflects
the net assets of Oncogeni Ltd, which principally comprises the exclusive
sub-licence rights to the STAT-6 siRNA therapeutic programme. The MK Cell
Therapy licence, which was previously held by Oncogeni Ltd, was novated to
Midkine Investments Ltd by Novation Deed dated 2 November 2025 and has been
fully impaired at group level in the year.
The Directors have assessed whether the remaining carrying value of the
investment in Oncogeni Ltd requires further impairment. The assessment is
based on the recoverable amount of the STAT-6 siRNA programme, being the
principal asset of Oncogeni Ltd. The recoverable amount has been determined on
a fair value less costs to sell basis by reference to the 2022 Oncogeni share
purchase agreement as a primary arm's-length transaction anchor, and is
supported by comparable licensing transactions in the STAT-6 and siRNA
therapeutic space concluded between 2022 and 2026. On this basis, the
Directors have concluded that the recoverable amount of the STAT-6 siRNA
programme materially exceeds its carrying value of £2,574,650, and that no
further impairment of the Company's investment in Oncogeni Ltd is required at
31 December 2025. Further detail on the impairment assessment is provided in
Note 11.
13. Property, Plant & Equipment
Equipment Total
Cost
As at 1 January 2024 - -
Additions 54,042 54,042
Disposals - -
As at 31 December 2024 54,042 54,042
Additions - -
Disposals (54,042) (54,042)
As at 31 December 2025 - -
Accumulated depreciation
As at 1 January 2024 (3,890) (3,890)
Charge for the period (5,404) (5,404)
Disposals - -
As at 31 December 2024 (9,294) (9,294)
Charge for the period (4,954) (4,954)
Disposals 14,248 14,248
As at 31 December 2025 - -
Net book value
As at 31 December 2024 44,748 44,748
As at 31 December 2025 - -
As at 31 December 2025 the Group did not have any right to use assets.
14. Trade and Other Receivables
Group 31 December Group 31 December Company 31 December Company 31 December
2025 2024 2025 2024
£ £ £ £
Other receivables 27,895 14,188 27,681 7,360
Prepayments and accrued income 12,464 11,192 9,364 8,539
40,359 25,380 37,045 15,899
There are no material differences between the fair value of trade and other
receivables and their carrying value at the year end.
No receivables were past due or impaired at the year end.
15. Cash and cash Equivalents
Group 31 December Group 31 December Company 31 December Company 31 December
2025 2024 2025 2024
£ £ £ £
Cash at bank and in hand 78,054 337,112 73,965 326,670
78,054 337,112 73,965 326,670
The Directors consider the carrying amount of cash and cash equivalents
approximates to their fair value.
16. Trade and Other Payables
Group 31 December Group 31 December Company 31 December Company 31 December
2025 2024 2025 2024
£ £ £ £
Trade creditors 134,898 23,033 133,837 18,026
Accruals and other creditors 138,520 156,690 136,972 111,368
273,418 179,723 270,809 129,394
The fair value of trade and other payables approximates their current book
values.
17. Borrowings
Group 31 December Group 31 December Company 31 December Company 31 December
2025 2024 2025 2024
£ £ £ £
Convertible loan note - 400,092 - 400,092
- 400,092 - 400,092
The Convertible Loan Note (CLN) issued by Coiled Therapeutics plc involves a
principal amount of £655,000 (£584,915 after issue discount and fees) with a
fixed interest rate of 12.5% per annum with a maturity date (as amended) of 31
December 2025. £37,973 (2024: £44,857) of interest was recorded through the
profit and loss in the current year as well as a £17,292 (2024: £52,793)
finance charge. The notes are to be redeemed after one year unless converted
into ordinary shares at a specified conversion price upon a conversion event.
The CLN is unsecured and ranks equally with other unsecured obligations.
During the year CLNs with a face value of £130,000 were converted into
9,789,812 new ordinary shares in the Company.
On 30 December 2025, the Company received notification from a convertible loan
note holder to convert notes with a face value of £210,526 into ordinary
shares, with the conversion calculation fixed as at that date such that the
number of shares to be issued was determined at 30 December 2025. Separately,
convertible loan notes with a face value of £47,368 held by a second note
holder matured on 31 December 2025 and automatically converted into ordinary
shares in accordance with their terms, with the conversion calculation fixed
as at that date such that the number of shares to be issued was determined at
31 December 2025. As the Company had insufficient headroom in its authorised
share capital at the balance sheet date, the shares in respect of both
conversions had not been issued as at 31 December 2025.
The Company assessed the conversion feature against the fixed-for-fixed test
under IAS 32 and concluded that, as both the number of shares and the
conversion price were fixed at 30 December 2025 and 31 December 2025, the
instrument meets the criteria for classification as an equity instrument.
Accordingly, the aggregate of the face value of the notes and accrued interest
thereon has been derecognised from financial liabilities and transferred in
full to a shares to issue reserve within equity at 31 December 2025, pending
the allotment of shares following the requisite increase in authorised share
capital. The total transfer to equity was £309,736.
Movement in convertible loan note liability:
2025 2024
£ £
At 1 January 400,092 -
Initial recognition - 584,915
Interest accrued at effective interest rate during the year 37,973 44,949
Finance charge (EIR movement) 17,292 52,793
Converted to ordinary shares during the year (145,621) (282,565)
Reclassified to Share capital to issue (309,736) -
At 31 December - 400,092
18. Deferred Tax Liabilities
Group Company
£ £
At 1 January 2024 281,911 -
Additions - -
At 31 December 2024 281,911 -
Additions - -
Derecognition (281,911) -
At 31 December 2025 - -
Deferred tax liability was the expected tax implication from the amortisation
of the intangible asset acquired as part of the Lyramid Pty Ltd transaction.
During the year the license agreement acquired expired without renewal and as
a result the tax liability was derecognised.
19. Share Capital
Issued and fully paid
Ordinary Shares Share Capital Share Premium
No. £ £ Total
Group and Company £
As at 31 December 2023 129,149,998 1,291,500 4,403,094 5,694,594
Issue of ordinary shares 6,586,604 65,866 216,699 282,565
As at 31 December 2024 135,736,602 1,357,366 4,619,793 5,977,159
Issue of ordinary shares 15,733,333 157,333 78,667 236,000
Conversion of Convertible loan note 3,507,548 35,075 19,993 55,068
Settlement shares 2,466,547 24,665 15,334 39,999
Conversion of Convertible loan note 1,828,881 18,291 14,814 33,105
Conversion of Convertible loan note 4,453,383 44,533 12,915 57,448
Share issue costs - - - -
As at 31 December 2025 163,726,294 1,637,263 4,761,516 6,398,779
All ordinary shares carry equal rights. Each ordinary share carries one vote
at general meetings of the Company. Holders of ordinary shares are entitled to
receive dividends as and when declared by the Company. In the event of a
winding up of the Company, ordinary shareholders are entitled to participate
in the distribution of assets remaining after the satisfaction of all
creditors and liabilities, in proportion to their shareholding. There are no
restrictions on the transfer of ordinary shares.
20. Share Capital To Issue
2025 2024
£ £
Convertible loan note reclassification (Note 17) 309,736 -
Share funds in advance 150,000 -
Total 459,736 -
The shares to be issued reserve at 31 December 2025 totalled £459,736 (2024:
nil) and comprises two separately arising components, each of which has been
assessed and determined to meet the criteria for classification as an equity
instrument under IAS 32 Financial Instruments: Presentation.
(i) Convertible loan note conversion (£309,736)
On 30 December 2025, the Company received written notification from a
noteholder exercising their contractual right to convert loan notes with an
aggregate face value of £257,894 into ordinary shares, pursuant to the terms
of the Company's convertible loan note instrument. The number of shares to be
issued was calculated and fixed as at 30 December 2025 in accordance with the
conversion formula set out in the instrument.
As at 31 December 2025, the Company had insufficient headroom within its
authorised share capital to allot the shares arising on conversion, and
accordingly the shares had not been allotted as at the balance sheet date.
As both the number of shares to be issued and the consideration (the
extinguished carrying amount of the loan notes, including accrued interest)
were fixed at the date of the conversion notice, and as the Company has no
contractual obligation to return cash to the noteholder, the Company concluded
that the obligation meets the criteria for equity classification under IAS 32.
Accordingly, £309,736, representing the aggregate carrying amount of the
converted loan notes including accrued interest, has been derecognised from
financial liabilities and transferred to the shares to be issued reserve
within equity. No gain or loss arose on conversion. The shares were allotted
following completion of the increase in authorised share capital in connection
with the Company's admission to AIM in March 2026.
(ii) Advance subscription monies (£150,000)
On 16 October 2025, the Company announced it had entered into five advance
subscription agreements with investors, including Stephen West, Executive
Chairman of the Company (see Note 28 - Related Parties), raising a total of
£200,000 for working capital and costs associated with the Company's planned
admission to AIM. In January 2026, it was agreed with one investor to cancel
their subscription of £50,000, reducing the total retained under the
agreements to £150,000.
The advance subscription agreements provide that the subscription funds are
automatically applied to the allotment of ordinary shares in all
circumstances: on admission to AIM at 8 pence per share (a 20% discount to the
placing price of 10 pence per share), or at the 5-day volume weighted average
price in the event that admission did not proceed. The agreements include no
provision entitling investors to a return of cash; settlement is exclusively
by way of share allotment.
As the agreements provide for settlement exclusively in equity instruments
with no contractual right for investors to demand a return of cash in any
circumstance, the Company concluded that the amounts received do not give rise
to a financial liability. Accordingly, £150,000 has been recognised within
the shares to be issued reserve in equity. 1,875,000 New Ordinary Shares were
allotted to the advance subscription investors upon admission to AIM in March
2026.
21. Share Based Payment Reserves
The share-based payments reserve is used to recognise the value of
equity-settled share-based payments provided to employees, including key
management personnel and external parties as part of their remuneration.
2025 2024
Group and Company £ £
Opening balance 407,000 385,537
CLN Broker warrants1 - 10,505
Lapsed warrants2 (227,668) -
Director and employee warrant charge - 10,958
At 31 December 179,332 407,000
(1)On 23 May 2024 497,800 warrants were issued to various brokers as a fee for
the Convertible loan Note issued by the Company. The warrants have an exercise
price of 7.5p and expire 5 years from grant date.
(2)During the year the Group reviewed the carrying value of the share-based
payment reserve and transferred £227,668 to retained earnings representing
the cumulative fair value of warrants recognised in prior periods that are no
longer expected to vest. No warrants expired during the year and the number
outstanding at 31 December 2025 is unchanged at 25,620,300.
The fair value of the services received in return for the warrants granted are
measured by reference to the fair value of the warrants granted. The estimate
of the fair value of the warrants granted is measured based on the
Black-Scholes valuations model. Measurement inputs and assumptions are as
follows:
Number of warrants Exercise Expected volatility Expected Risk free Expected dividends
Warrant Share Price Price life rate
Director 750,000 £0.05 £0.05 50.00% 5 0.15% 0.00%
Director 750,000 £0.05 £0.10 50.00% 5 0.15% 0.00%
Senior Mgt 4,500,000 £0.10 £0.15 50.00% 5 0.15% 0.00%
NED and Advisor 900,000 £0.08 £0.15 50.00% 5 0.15% 0.00%
CLN Broker warrants 497,800 £0.06 £0.075 50.00% 5 3.63% 0.00%
TOTAL 7,397,800
Number of Warrants Exercise
Warrants Price Expiry date
As at 31 December 2023 23,875,000 £0.109
Expired during the year (4,975,000) £0.095
Granted during the year 6,720,300 £0.075 22 May 2027
As at 31 December 2024 25,620,300 £0.103
Expired during the year - -
Granted during the year - -
As at 31 December 2025 25,620,300 £0.103
The weighted average time to expiry of the warrants as at 31 December 2025 is
2.78 years (2024: 4.32 years). Of the total number of warrants outstanding at
31 December 2025, 25,620,300 (2024: 25,620,300) had vested and were
exercisable.
The expected volatility was calculated using the Exponentially Weighted Moving
Average. Due to limited trading history comparable listed peer company
information was used.
22. Merger Relief Reserve
Under Companies Act Section 612, Merger relief reserve applies when a company
has secured at least a 90% equity holding in another company in return for an
allotment of equity shares in the issuing company. It requires that section
610 does not apply to the premium on those shares (i.e. no share premium
recognised) and instead a Merger relief reserve is recognised.
Group and Company £
At 31 December 2024 3,700,000
Movement during the year -
At 31 December 2025 3,700,000
23. Reconciliation of liabilities arising from financing
activities
The table below reconciles the movement in liabilities arising from financing
activities during the year:
Convertible loan notes
£
At 1 January 2025 400,092
Financing cash flows:
Proceeds from issue of notes -
Repayment of notes -
Total financing cash flows -
Non-cash change
Interest accrued at effective rate 37,973
Finance charge 17,292
Conversion to ordinary shares (145,621)
Reclassification to Share capital to issue reserve (309,736)
Total non-cash changes (400,092)
At 31 December 2025 -
The convertible loan notes were converted to equity or reclassified to the
Share capital to issue reserve during the year. No cash was received or paid
in respect of the convertible loan notes during 2025. Refer to Note 17 and the
non-cash transactions note for further detail.
24. Financial Instruments and Risk Management
Capital Risk Management
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders. The overall
strategy of the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity
holders of the Group, comprising issued share capital, reserves and retained
earnings as disclosed in the Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the
most significant of which are interest, credit, foreign exchange, commodity
and liquidity risks. The management of these risks is vested to the Board of
Directors.
The sensitivity has been prepared assuming the liability outstanding was
outstanding for the whole period. In all cases presented, a negative number in
profit and loss represents an increase in finance expense / decrease in
interest income.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group's receivables from
customers. Indicators that there is no reasonable expectation of recovery
include, amongst others, failure to make contractual payments for a period of
greater than 120 days past due.
The carrying amount of financial assets represents the maximum credit
exposure.
The principal financial assets of the Group are bank balances. The Group
deposits surplus liquid funds with counterparty banks that have high credit
ratings, and the Directors consider the credit risk to be minimal.
The Group's maximum exposure to credit by class of individual financial
instrument is shown in the table below:
Carrying value at Maximum exposure at 31 December
31 December 2025
2025 £
£
Trade receivables - -
Other receivables 27,895 27,895
Cash and cash equivalents 78,054 78,054
105,949 105,949
Carrying value at Maximum exposure at 31 December
31 December 2024
2024 £
£
Trade receivables - -
Other receivables 14,188 14,188
Cash and cash equivalents 337,112 337,112
351,300 351,300
Currency Risk
The Group operates in a global market with income and costs possibly arising
in a number of currencies and is exposed to foreign currency risk arising from
commercial transactions, translation of assets and liabilities and net
investment in foreign subsidiaries. Exposure to commercial transactions arise
from sales or purchases by operating companies in currencies other than the
Group's functional currency. Currency exposures are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through
their foreign currency denominated cash balances and a portion of the Group's
costs being incurred in Australian Dollars. Accordingly, movements in the
Sterling exchange rate against these currencies could have a detrimental
effect on the Group's results and financial condition.
Currency risk is managed by maintaining some cash deposits in currencies other
than Sterling. The table below shows the currency profiles of cash and cash
equivalents:
At 31 December At 31 December
2025 2024
Cash and cash equivalents £ £
Sterling 73,173 325,943
Australian Dollars 3,816 10,028
US Dollars 1,065 1,141
78,054 337,112
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow
budgets and forecasts to ensure that sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably. The Group
deems there is sufficient liquidity for the foreseeable future.
The principal current asset of the business is cash and cash equivalents and
is therefore the principal financial instrument employed by the Group to meet
its liquidity requirements. The Board ensures that the business maintains
surplus cash reserves to minimise any liquidity risk.
The financial liabilities of the Group and Company, predominantly trade and
other payables, are mostly due within 3 months (2024: 3 months) of the
Consolidated Statement of Financial Position date; therefore, the undiscounted
amount payable is the same as their carrying value. Further analysis of the
commitments is provided in Note 26. All other non-current liabilities are due
between 1 to 5 years after the period end. The Group does not have any
borrowings or payables on demand which would increase the risk of the Group
not holding sufficient reserves for repayment.
The Group had cash and cash equivalents at period end as below:
At 31 December At 31 December
2025 2024
£ £
Cash and cash equivalents
78,054 337,112
78,054 337,112
Interest Rate Risk
The Group is exposed to interest rate risk whereby the risk can be a reduction
of interest received on cash surpluses held and an increase in interest on
borrowings the Group may have. The maximum exposure to interest rate risk at
the reporting date by class of financial asset was:
At 31 December At 31 December
2025 2024
£ £
Bank balances
78,054 337,112
78,054 337,112
The Group does not currently earn interest on its cash deposits.
25. Financial Assets and Financial Liabilities
Group Financial Assets Financial Liabilities
At amortised At amortised
Cost Cost
31 December 2025 Financial assets/liabilities £ £ Total
£
Trade and other receivables 27,895 - 27,895
Cash and cash equivalents 78,054 - 78,054
Trade and other payables - (134,898) (134,898)
Borrowings - - -
105,949 (134,898) (28,949)
Group Financial Assets Financial Liabilities
At amortised At amortised
Cost Cost
31 December 2024 Financial assets/liabilities £ £ Total
£
Trade and other receivables 14,188 - 14,188
Cash and cash equivalents 337,112 - 337,112
Trade and other payables - (23,033) (23,033)
Borrowings - (400,092) (400,092)
351,300 (423,125) (71,825)
Company Financial Assets Financial Liabilities
At amortised At amortised
Cost Cost
31 December 2025 Financial assets/liabilities £ £ Total
£
Trade and other receivables 27,681 - 27,681
Intercompany receivables 85,400 - 85,400
Cash and cash equivalents 73,965 - 73,965
Trade and other payables - (270,806) (270,806)
187,046 (270,806) (83,760)
Company Financial Assets Financial Liabilities
At amortised At amortised
Cost Cost
31 December 2024 Financial assets/liabilities £ £ Total
£
Trade and other receivables 7,360 - 7,360
Intercompany receivables 615,409 - 615,409
Cash and cash equivalents 326,670 - 326,670
Trade and other payables - (18,026) (18,026)
Borrowings - (400,092) (400,092)
949,439 (418,118) 531,321
26. Commitments
There are no commitments for the year ended 31 December 2025 and 31 December
2024.
27. Contingent Liabilities
There were no other contingent liabilities as at 31 December 2025 or 31
December 2024.
28. Related Party Transactions
Consulting fees
In 2025 £51,722 and £110,290 was paid to Tareginald LLP and ROQ Corporate
Ltd, companies controlled by Ajan Reginald (former CEO) and Stephen West
(Non-executive Director; previously Executive Chairman) respectively for
consulting work (2024: £30,095 & £11,975).
As at 31 December 2025, the Company owed ROQ Corporate Ltd, a Company related
to Stephen West £38,625 (2024: £nil).
Advance subscriptions
During the year, Stephen West, Executive Chairman, subscribed for ordinary
shares in the Company pursuant to the Company's advance subscription
arrangements announced on 16 October 2025. A total of £45,000 was received
from Stephen West under the advance subscription agreements. The subscription
was made on the same terms as those available to unconnected investors: shares
to be allotted at 8 pence per share on admission to AIM, or at the 5-day
volume weighted average price in the event that admission did not proceed,
with no provision for the return of cash. Stephen West's advance subscription
shares were allotted on admission to AIM on 27 March 2026.
The balance recognised in the shares to be issued reserve in respect of
Stephen West's advance subscription at 31 December 2025 was £45,000 (2024:
nil).
29. Post Reporting Date Events
Acquisition of AO-252 Licence
On 27 March 2026, the Company completed its acquisition of the exclusive
worldwide licence of AO-252, a novel brain-penetrant small molecule inhibitor
targeting TACC3 protein-protein interactions, from Coiled Therapeutics, Inc.,
a spin-out of A2A Pharmaceuticals, Inc. the upfront consideration for the
acquisition was approximately £31.875 million, satisfied in full by the issue
of new ordinary shares in the Company. In addition, up to 750 million further
ordinary shares may become issuable as deferred consideration contingent upon
the Company's market capitalisation reaching thresholds of £60 million, £90
million and £120 million respectively. The licence agreement further provides
for milestone payments of up to US$12 million upon achievement of defined
clinical and regulatory milestones, together with royalties of up to 4% on net
sales. AO-252 is currently in a Phase I clinical trial in the United States
and the enlarged group intends to progress the programme towards dose
expansion with material data readouts targeted for the fourth quarter of 2026.
Share reorganisation
Subsequent to the year end, on 27 March 2026, the Company completed a capital
reorganisation in connection with its admission to AIM. Each existing ordinary
share of 1p was consolidated on a 10:1 basis into a single share of 10p
nominal value, which was then immediately subdivided into one New Ordinary
Share of 1p nominal value and one Deferred Share of 9p nominal value. The
Deferred Shares carry no voting rights, no right to dividends and only a
minimal right to capital on a winding up, and are intended to be cancelled in
due course. Following the reorganisation, the Company issued 85,000,000 New
Ordinary Shares at 10 pence per share by way of placing and subscription,
raising gross proceeds of £8.5 million, and issued 318,750,000 consideration
shares at 10 pence per share in satisfaction of the £31.875 million licence
acquisition, resulting in a total enlarged share capital of 425,856,539 New
Ordinary Shares admitted to trading on AIM.
Issue of equity and fundraise
In connection with the above transaction, the Company raised gross proceeds of
£8.5 million by way of a placing and subscription of new ordinary shares at a
price of 10 pence per share. A total of 425,856,539 new ordinary shares were
admitted to trading on AIM on 27 March 2026 following a share reorganisation.
Admission to AIM
On 27 March 2026, the Company's enlarged issued share capital was admitted to
trading on the AIM Market of the London Stock Exchange, at which point the
Company's existing listing on the Main Market of the London Stock Exchange was
cancelled. Simultaneously, the Company changed its name to Coiled Therapeutics
plc and its shares commenced trading under the ticker symbol "COIL" with an
anticipated market capitalisation of approximately £42.6 million.
Changes to the Board of Directors
On Admission, Dr Sotirios Stergiopoulos was appointed as Executive Chairman
and Sridhar Vempati was appointed as Chief Executive Officer. Stephen West,
who had previously served as Chairman of the Company, transitioned to the role
of Non-Executive Director, and Jean Duvall continued as a Non-Executive
Director. Dr Darrin Disley and Simon Sinclair resigned from the Board on
Admission. Both Dr Stergiopoulos, Mr Vempati and Stephen West participated in
the fundraise, subscribing for shares at the placing price.
30. Ultimate Controlling Party
As at 31 December 2025, there was no ultimate controlling party of the
Company.
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