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RNS Number : 9290X Fusion Antibodies PLC 04 September 2025
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse (amendment)
(EU Exit) Regulations 2019/310 ("MAR"). With the publication of this
announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
4 September 2025
Fusion Antibodies plc
("Fusion" or the "Company")
Final results
and
Investor presentations
Fusion Antibodies plc (AIM: FAB), specialists in pre-clinical antibody
discovery, engineering and supply for both therapeutic drug and diagnostic
applications, announces its final results for the year ended 31 March 2025.
Commercial and operational highlights (including post period end)
· Audited revenues for FY2025 of £1.97m (FY2024: £1.14m)
· Increased activity in the second half of FY2025 including the
continuation of the collaboration agreement with the National Cancer Institute
for the use of OptiMAL®
· Placing announced in March 2025, raising £1.17m (before
expenses) for general working capital and investment into commercial
activities
· Significant increase in sales pipeline opportunities during the
second half of FY2025
· Grant of U.S. Patent for OptiMAL®
· Cash position as at 31 March 2025 of £0.4m (31 March 2024:
£1.2m)
Adrian Kinkaid, CEO of Fusion Antibodies commented: "We were very pleased to
deliver an improved FY2025. We made significant progress in improving revenues
and in Fusion's strategic development in key new markets such as Diagnostics
which has reduced our exposure to the more volatile VC funded biotech sector.
We also announced large contract wins in May 2024 and again in February 2025,
the latter being the source of three further contract wins announced on 27
August 2025.
"In addition, we secured significant grant funding through the excellent
Future Medicines Institute (FMI) initiative announced in December 2024. This
in turn helped Fusion to apply for a further grant in conjunction with Queen's
University Belfast for the DR5 project, which Fusion secured in the current
financial year.
"We also made very significant progress with our flagship OptiMAL® programme.
This progress was achieved largely through Fusion's collaboration with the
National Cancer Institute (NCI) and the successful £1.17m fundraise. The
successful fundraise allowed Fusion to increase its internal research and
development (R&D) efforts to validate hits from the NCI as well as to
commit to increased sales and marketing towards building a formal launch of
OptiMAL® as a service later in 2025.
"We are increasingly positive about the improved position of the Company, and
we look forward to realising the true potential of the business going forward.
Lastly, we are always grateful to our dedicated shareholders for their
constant support."
Investor presentations (online and in-person)
The Company will host an online live investor presentation on Monday, 15
September 2025 at 11am BST, delivered by Dr Adrian Kinkaid, CEO and Stephen
Smyth, interim CFO. The Company is committed to providing an opportunity for
all existing and potential investors to hear directly from management.
The presentation will be hosted through the digital platform Investor Meet
Company ("IMC").
Investors can sign up to Investor Meet Company for free and add to meet Fusion
Antibodies plc via the following
link: https://www.investormeetcompany.com/fusion-antibodies-plc/register-investor
(https://www.investormeetcompany.com/fusion-antibodies-plc/register-investor)
.
For those investors who have already registered and added to meet the Company,
they will automatically be invited. Questions can be submitted pre-event via
your IMC dashboard or in real time during the presentation, via the "Ask a
Question" function. Whilst the Company may not be in a position to answer
every question it receives, it will address the most prominent within the
confines of information already disclosed to the market through regulatory
notifications. A recording of the presentation, a PDF of the slides used, and
responses to the Q&A session will be available on the Investor Meet
Company platform afterwards.
In-person London investor event
As announced by the Company on 26 August 2025, the Company will also host an
in-person investor presentation in London on Wednesday, 17 September 2025 at
2.30pm. To register for this, please email fusion@walbrookpr.com.
Enquiries:
Fusion Antibodies plc www.fusionantibodies.com
Adrian Kinkaid, Chief Executive Officer Via Walbrook PR
Stephen Smyth, Chief Financial Officer
Fusion Antibodies interactive investor hub https://investorhub.fusionantibodies.com/s/b8d633
(https://investorhub.fusionantibodies.com/s/b8d633)
(https://investorhub.fusionantibodies.com/)
Allenby Capital Limited Tel: +44 (0) 20 3328 5656
James Reeve/Vivek Bhardwaj (Corporate Finance)
Tony Quirke/Joscelin Pinnington (Sales and Corporate Broking)
Shard Capital Partners LLP
Damon Heath (Joint Broker) Tel: +44 (0) 207 186 9952
Walbrook PR Tel: +44 (0)20 7933 8780 or fusion@walbrookpr.com
Anna Dunphy Mob: +44 (0)7876 741
001
About Fusion Antibodies plc
Fusion is a Belfast based contract research organisation ("CRO") providing a
range of antibody engineering services for the development of antibodies for
both therapeutic drug and diagnostic applications.
The Company's ordinary shares were admitted to trading on AIM on 18 December
2017. Fusion provides a broad range of services in antibody generation,
development, production, characterisation and optimisation. These services
include antigen expression, antibody production, purification and sequencing,
antibody humanisation using Fusion's proprietary CDRx (TM) platform and the
production of antibody generating stable cell lines to provide material for
use in clinical trials. Since 2012, the Company has successfully sequenced
and expressed over 250 antibodies and successfully completed over 200
humanisation projects and has an international, blue-chip client base, which
has included eight of the top 10 global pharmaceutical companies by revenue.
The Company was established in 2001 as a spin out from Queen's University
Belfast. The Company's mission is to enable pharmaceutical and diagnostic
companies to develop innovative products in a timely and cost-effective manner
for the benefit of the global healthcare industry. Fusion Antibodies provides
a broad range of services in antibody generation, development, production,
characterisation and optimisation.
Fusion Antibodies growth strategy is based on combining the latest
technological advances with cutting edge science to deliver new platforms that
will enable Pharma and Biotech companies get to the clinic faster, with the
optimal drug candidate and ultimately speed up the drug development process.
The global monoclonal antibody therapeutics market was valued at $186 billion
in 2021 and is forecast to surpass $445 billion in 2028, an increase at a CAGR
of 13.2 per cent. for the period 2022 to 2028. Approximately 150 monoclonal
antibody therapies are approved and marketed globally as of June 2022 with the
top four antibody drugs each having sales of more than $3 bn in 2021.
Chairman's Statement
The financial year ended 31 March 2025 ("FY2025") has overall been positive
for the Company. While it has not necessarily been a smooth journey, we ended
the financial year in line with market expectations in respect of revenue for
FY2025, saw positive growth in one of our new markets, that of diagnostics,
and saw exciting data from our US-based collaborators in relation to the
OptiMAL(®) library. On the back of these developments we have also been well
supported by our shareholders, notably having successfully raised
approximately £1.17 million in March 2025.
While the board of directors of Fusion (the "Board" or the "Directors") are
encouraged by the progress that we have made in FY2025, we are aware that we
are living through ever-evolving economic circumstances. From the global
market perspective, FY2025 started on a positive note and a slow recovery
appeared to be the direction of travel, with the confidence of venture capital
(VC) and other investors seeming to be improving. Against this backdrop, we
were hopeful that investment into our customers' early-stage therapeutic
pipelines would start to grow. As we entered calendar year 2025, the global
economic conditions became more uncertain and while we have not seen any clear
indication that things are slowing down, we are very aware that this may
change in the future. However, while this uncertainty may slow down the
organic expansion of many of our therapeutic clients or prospective clients,
we believe that they will continue to have a choice of either pausing certain
development programs or to take the more flexible approach and outsource their
development work to companies such as ourselves, thereby giving them greater
control of their fixed cost base. Consequently, we view the threat of
financial instability as a potential opportunity for Fusion.
With the biotechnology drug development sector's funding environment being
uncertain, our diversification strategy is providing us with more growth
opportunities as well as a buffer against the ups and downs of the investment
community. Last year we explained that the Diagnostic sector uses antibodies
for the majority of their tests and that they have a need to discover new
versions, to improve the effectiveness of the antibodies that they already
have and to develop stable versions for manufacturing, albeit in smaller
quantities. What this means for Fusion is that many of our genetic engineering
skills are as relevant to this market as to therapeutic market and as outlined
later in the annual report, has started to show some positive results. The
same applies to the veterinary market, and although we are finding some new
prospects, it is a smaller and less established market and, therefore, will
take us longer to make any significant gains. Furthermore, we believe that the
increasing adoption of artificial intelligence and machine learning (AI and
ML) approaches will play a key role in discovery and one that Fusion should be
a part of. Our US collaboration gives us early exposure to in-silico antibody
designs as we prepare for greater market acceptance in the in-silico approach
to antibody design.
Alongside economic risks we must also remember that we are working with
Companies that are at the forefront of scientific endeavour and that by the
very nature of the work there is always the prospect of scientific failures
being the root cause of a program being paused or cancelled. As reported in
the year-end trading statement on 6 May 2025, this scientific attrition can
slow or delay pipeline projects and impact revenue forecasts. However, our
diverse client base and market reach helps mitigate these risks.
Business performance
The Company and all of its staff have risen to the challenge, and while the
financial year ended 31 March 2024 ("FY2024") was very focussed on cost
cutting with the business in survival mode, the results for FY2025 are the
beginning of Fusion's turnaround phase, with the new commercial strategy
delivering revenues of approximately £1.97m, representing a 73% increase on
the previous financial year (FY2024: £1.14m). The diversification strategy
has delivered significant growth from the Diagnostics sector, which represents
33% of our revenue for FY2025, and we have seen first signs of real interest
from the Veterinary market, a promising sign that there is potential for
further growth in this sector. While FY2025's financial results are
encouraging, we remain mindful of the ongoing economic challenges and the
risks tied to our main business in therapeutic antibody development. For
details on the Company's Key Performance Indicators, please refer to page 34
of this report.
We have always been very proud of our scientific expertise, and this was truly
exemplified by the award of the Future Medicines Institute (FMI) grant
announced by the Company in December 2024. This approval recognises that we
have a strong scientific reputation, technical ability and that we can play a
significant part in The Northern Ireland Precision Biomarkers and Therapeutics
consortium's goals, which includes Fusion. The FMI project has been designed
to support platform development in diagnostics and therapeutics and so maps
very closely to the ambitions of the Company. It has the benefit of bringing
in approximately £1m of direct non-dilutive funding to the Company, access to
relevant expertise and use of to up to £5m of new capital equipment within
Queen's University Belfast (QUB) and the consortium, something that would
normally be out of reach for us.
One of our most exciting scientific development projects is the OptiMAL®
library, which is being developed to allow the direct and fast discovery of
complete human antibodies against a target of choice using a cell-based
screening process. This is expected to remove the need for animals and
humanisation of a non-human antibody, speed up the discovery phase plus the
unique choice of library has the potential to develop antibodies that are
already human in structure, stable and suitable for their purpose. The
OptiMAL® library has attracted the interest of our now collaborator, the
National Cancer Institute (NCI), who recently provided us with the first
independently derived positive cells from the OptiMAL® platform against a
cancer related target of their choice. The Company confirmed their results and
took it one step further by using the DNA sequences obtained from the positive
cells to synthesise the antibodies through an independent transient gene
expression process. These antibodies were subsequently shown to bind to the
protein antigen, completing the process. Although further validation work is
required, this represents a significant step in the independent validation of
the OptiMAL® platform.
Building on the work being carried out on our OptiMAL® library, our 'Opti'
technology for library design is well suited for phage display screening
platforms. While phage libraries only produce antibody fragments, which have
to be further developed to generate full antibodies, it is a well-established
format within the market and often the preferred choice for some customers.
The first OptiPhage(TM) library contract was for non-human antibodies for a
leading antibody research Company, with the client having an option to license
the library on an exclusive basis. It is anticipated that the Project will
provide the client with an alternative pathway to produce high quality
antibodies, reducing its need to run animal-based antibody generation. Fusion
remains free to develop further OptiPhage(TM) libraries for its own use or
for other clients as it adds this service to its increasingly comprehensive
range of offerings.
New Funding
Having last year reduced the cost base of the Company to a minimum operational
level, R&D resources were stretched for the work on OptiMAL® and the
anticipated further positive cells from NCI would further compound this. To
build on the positive data coming from the NCI laboratories and to ensure
effective and efficient internal R&D work on the OptiMAL® development,
together with enhancing the commercial activities, the Board decided that it
would be to the benefit of the shareholders to raise some further funds. The
equity fundraise, announced on 18 March 2025, raised approximately £1.17m
(before expenses) by way of a placing (the "Placing") of a total
of 17,365,228 new ordinary shares of 4 pence each in the Company
("Ordinary Shares") at a price of 6.75 pence per new Ordinary Share for this
additional R&D work, some general working capital and to invest into
commercial activities, especially to support OptiMAL® should the validation
prove successful. The Placing was very well supported by existing
institutional investors and VCT funds and the issue price of the Placing was
not discounted with the price equal to the closing mid-market price of an
Ordinary Share on 17 March 2025.
We very much appreciate the confidence that our shareholders have in the
Company, and it is always our objective to keep all shareholders up to date
with any significant progress. This year, to help facilitate this, we
introduced the new interactive Investor Hub which brings all the Company's
existing content into a single integrated platform and will enable investors
and stakeholders to be better informed and engaged in the Company's business.
It is worth noting at this point that the Company is committed to continuing
to keep shareholders up to date via announcements made of any significant news
or of a regulatory nature through the regulatory news service (RNS) in line
with its obligations under the AIM Rules for Companies and the UK Market Abuse
Regulation (UK MAR).
Board and Employees
There have been no changes to the Board this year and the effort, dedication
and hard work they have put in during the year is much appreciated. For FY2025
the NEDs continued to demonstrate their commitment and belief in the Company
and helped to minimise the outgoing costs for the second year by taking their
remuneration as part salary and part new Ordinary Shares. This structure will
cease to continue going forward and they will be paid their full remuneration
entirely in cash for the financial year ending 31 March 2026 ("FY2026").
A big thank you also goes to all the staff who have diligently and creatively
worked to deliver services to our clients, often under significant pressure,
and achieved the revenue targets for the year. Their efforts have been
instrumental in this year's turnaround and recovery. Despite the significantly
reduced headcount, they have demonstrated flexibility and undergone extensive
cross-training to ensure that the Company can continue to offer its full range
of services.
Finally, it is worth mentioning and thanking our auditors, Kreston Reeves LLP,
who quickly grasped our business needs last year and have proven to be an
excellent fit. They replaced PwC last year, as we determined a smaller, more
cost-effective firm was better suited to our limited resources and future
direction. After an extensive search, Kreston Reeves LLP was chosen for their
size, commitment and relevant experience in Life Sciences. We would like to
thank PwC for all they did for us over their 17-year tenure.
Corporate governance
The long-term success of the business and delivery on strategy depends on good
corporate governance. The Company complies with the Quoted Companies Alliance
Corporate Governance Code as explained more fully in the Governance Report.
Post year end and outlook
On 7 April 2025, at the Company's general meeting, all resolutions in
connection with the issue of the 8,416,020 second tranche placing shares were
approved. As a result, the 8,416,020 second tranche placing shares were issued
and admitted to trading on AIM on 9 April 2025, completing the approximately
£1.17m raise (before expenses). This cash boost at the start of FY2026, along
with the first FMI grant payments, positions the Company well for the current
financial year.
On 24 April 2025, the Company announced the approval of an Innovate UK
Launchpad grant led by the Company in collaboration with Queen's University
Belfast ("QUB") to develop a humanised antibody targeting and activating the
DR5 protein on cancer cells for the treatment of cancers. The total funding
being made available under the Grant is over £808k, with up to £545k
expected to be provided to Fusion over a period of approximately 18 months.
The antibody asset generated under the Grant project will be jointly owned by
Fusion and QUB although the ownership ratios are still to be determined. This
antibody asset goes alongside our grant-based collaboration with Finn
Therapeutics, who are developing the antibody against RAMP which is protected
by a Fusion patent. Any additional grants that become available will be
identified and applied for within the next 12 months.
We were excited to announce on 5 August 2025 that the United States Patent and
Trademark Office has granted the Company's U.S. OptiMAL(®) patent
application. The application entitled "Antibody Library and Method", concerns
the library of antibodies that is currently screened within the OptiMAL(®)
platform, as well as the method for the design of additional libraries. This
is key to Fusion's offering to provide "Opti" designed libraries for a range
of applications including Antibody Discovery, Affinity Maturation, and
Sequence Optimisation.
While the Board is mindful of the potential global economic challenges, with
our core new technologies strengthening and a solid sales pipeline we remain
confident that Fusion can continue its growth and build on last year's
performance.
Simon Douglas
Chairman
03 September 2025
CEO's report
The overall market in which we operate stabilised and started to recover
during FY2025. Fusion's revenues recovered rather more effectively than the
overall market with Fusion reporting revenues of approximately £1.97m for
FY2025, representing a 73% increase from the previous financial year. This
achievement was due to the dedication and ability of our team combined with
several successful initiatives including additional efforts in the diagnostics
sector and the research antibodies field, more so than the overall market
changes alone. We specialise in antibodies and, as antibodies have a diverse
and varied application, there is demand for our services in each of those
sectors. The recovery is ongoing, and the outlook appears positive although
we, like many in our sector, remain somewhat cautious reflecting the
disruption in geopolitical and economic circles, which could have an impact on
our client base despite its enhanced diversity.
On the R&D front, FY2025 has been an excellent year. We received a
significant boost from the award of the Future Medicines Initiative (FMI)
grant to the consortium led by Queen's University Belfast. This recognised the
highly applicable and innovative nature of our proprietary technologies and
Fusion's ability to convert cutting edge innovations into class leading
services and products. The FMI grant also provides us with approximately £1m
of direct non-dilutive funding and access to up to £5m of capital equipment
at no cost to Fusion. Additionally, being a founding member of the FMI gives
us access to a superb array of talent and expertise, some of which will be
used to develop a phage display panning laboratory which we can use to screen
the OptiPhage(TM) library as and when required. This negates the need to
undertake building work at our own facility, which would have been needed to
modify air handling systems to secure effective separation of air flows
between bacterial and mammalian cell laboratories. We had previously estimated
such work would have required a budget of around £300,000, but due to the FMI
grant this is no longer needed.
Perhaps the icing on the FMI cake is the PhD studentships which comes fully
funded as part of the FMI programme. The FMI grant provides for a total of 20
PhD studentships across the consortium. These are expected to be run in two or
three cohorts each starting around a year apart. We are currently seeking
applications for two of these PhD studentships in the first cohort for two
projects designed and nominated by Fusion creating important opportunities for
our development, again at no direct cost to the Company.
The Board believes that if it was not for the FMI grant, the Company would
have required to have spent at least £6 million in capital to receive the
same benefits of the FMI grant.
As significant as the FMI grant is for the business, progress made this year
with our flagship OptiMAL® platform has far more potential. Due to the
rescaling of the business in the previous financial year, our internal R&D
resources had been significantly reduced. It was therefore hugely advantageous
to have the collaboration agreement with the National Cancer Institute USA
(NCI), announced toward the end of November 2023, to pursue the validation of
the platform at minimal cost to the Company. The Director of the Antibody
Engineering program at the NCI is Dr. Mitchell Ho: our principal point of
contact. Mitchell is a highly respected world leader in both mammalian display
and antibody generation. The work undertaken through the collaboration has
demonstrated the utility of the OptiMAL® platform and that it can be used to
identify cell-bound antibodies for a range of targets. Many of these
antibodies have been isolated and verified by Fusion and the NCI is now
seeking to demonstrate their functional utility. We look forward to further
updates from the NCI and once this work is complete, patent applications
filed, peer reviewed publications submitted and to their independent
statements which we are confident will formally validate OptiMAL®.
The OptiMAL® Human Antibody Discovery Process
In the meantime, the Company is pressing ahead with the commercialisation
plans for OptiMAL® which is scheduled for launch at a significant conference
for the industry: the Antibody Engineering and Therapeutics conference in San
Diego in December 2025. We have secured booth space and a presentation within
the conference's scientific programme. Prior to this taking place we are
continuing to diligently gather as much scientific data as possible to
highlight the advantages of the platform in the discovery of antibodies for
our clients.
It is also worth highlighting the importance of the ability to transfer the
OptiMAL® technology to other laboratories, which was also demonstrated as
part of the validation project with the NCI. The capability to transfer the
technology means that we can seek to exploit a much wider market than would be
possible if all screens were to be run within the Fusion laboratories, which
itself would require significant scaling of resources in terms of personnel,
capital equipment and consumables. Moving to a technology licensing model will
allow us to bypass the restrictions on capacity due to internal resources.
Market outlook: growth prospects by sector
We were very pleased to announce, on 27(th) August 2025, that we had secured
three follow-on contracts from an existing client providing combined
anticipated further revenues of nearly $460,000. These are significant amounts
and bear testimony to our commitment to our clients, building long term
relationships with them, and the high-quality standards to which we hold
ourselves. It is also worth noting that this win was achieved while the market
is very competitive.
Even in the most competitive of times, our clients such as pharmaceutical and
biotech companies constantly develop their pipelines while committing
significant proportions of their available resource in this respect. This may
become exaggerated as various pharmaceutical companies around the globe face a
number of their lead products coming off patent in the period to 2030 and will
want to fill this gap in their product line up with new patented products. It
is anticipated that the closing of this gap will require the acquisition of
products from biotechnology companies who in turn will wish to replenish their
own discovery pipelines, deploying the revenues from the sale of their more
developed assets. Consequently, it is reasonable to align with reports stating
that the market for antibody discovery, including services such as those
offered by Fusion, will grow significantly in the coming years. Many market
reports testify to this outlook. Two examples of these market reports include
reports from Precedence Research and The Business Research Company. These
estimate the market in the current year, 2025, to be worth $9.06Bn with a CAGR
of 8.3%, and $9.87Bn with a CAGR of 10.3% respectively. Whilst it is wise to
treat such forward looking projections as no more than estimates, the trends
are reassuring.
Furthermore, these reports and others, delve into market segments such as
phage display, hybridomas and humanisation, as well as the putative underlying
causes for growth. Growth drivers are predominantly reported as being new
technology, such as AI/ML and new discovery technology, and the increase in
precision medicines with more patient stratification being better met through
more specifically targeted antibody drugs. The split in the Antibody Discovery
market between phage display and the use of hybridomas is significant. Phage
display enables the use of partial human sequences, but only for fragments of
antibodies which then require reconstructing into the final product and not
all fragments are compatible with other fragments found through this method.
The challenges associated with this complex process are likely a significant
contributor to the apparently lower historical returns from Phage Display
versus the hybridoma approach which has arguably yielded more drug
registrations.
Hybridomas are, however, restricted by the immune responses of the hosts,
typically mice or rabbits, for those now approved as therapeutics. The use of
animals is something that the pharmaceutical companies try to avoid as much as
possible. Furthermore, the innate function of the immune system to avoid
auto-immune disease means that output is focussed on the differences between
the human antigen and the host equivalent protein. Whilst this is eminently
sensible from an evolutionary perspective it is not advantageous to our
industry. We consequently see antibody development teams turning to more and
more evolutionarily distinct host species, such as chickens and sharks, in
order to improve the scope for more diverse immune responses. However, this
also makes the humanisation process concomitantly more challenging. In this
context, it is my belief that the industry would significantly benefit from a
system capable of delivering fully intact human antibodies without the
compromises and complications of the existing approaches. This is what we have
set out to provide in developing OptiMAL® as the technological solution to
the industry wide problem.
OptiMAL® and Mammalian Display: the right products at the right time.
I believe that the time is right for just such a disruptive antibody discovery
platform which could allow human sequences to be used, without the auto-immune
filter of a host animal or the restriction in fragment size. Such a platform
would instead deliver full antibody sequences, ideally expressed by mammalian
cells. This is what OptiMAL® offers the market.
Where more is known about the target antigen, there is scope for a more
focused approach utilising artificial intelligence (AI) and/or machine
learning (ML). These novel design methods are intended to generate full length
antibody sequences which need to be synthesised in the real world for testing.
This can be achieved through our AI/ML-Ab(TM) platform utilising the same
mammalian display technology developed for OptiMAL®.
It is fair to say that our AI/ML-Ab(TM) has not yet delivered its full
potential. This will take time. It is widely recognised that while there has
been considerable excitement about the potential capability of AI, like many
new technologies, the uptake and confidence in the approach is building
cautiously. Antibody design, especially de novo design, is no exception.
Nevertheless, many antibody experts believe that AI/ML will be a key part of
the mix of approaches for antibody discovery and development going forward.
It is important therefore that Fusion remains active in the field. Our
collaboration with a leading US-based AI/ML business announced in 2023 is
still in place and will use our proprietary Mammalian Display platform to
enable screening of designs derived from AI/ML. Our AI based research
project with Oxford University is similarly progressing well with in silico
designs being successfully expressed in our laboratories in Belfast and
generating data which will be used to improve the novel algorithms and their
outputs so adding value to our services in the future.
Developing a Fusion asset
On 24(th) April 2025 we announced the approval of a grant to support the
development of an antibody against DR5 (death receptor 5) as a potential
therapeutic and or diagnostic antibody for certain types of cancer. The award
of the grant followed on from the successful identification of a lead antibody
with some exceptional biological properties. The grant funding will allow the
Company to progress this interesting lead molecule by humanising it and,
accessing expertise at Queen's University Belfast, demonstrate its potential
efficacy in vivo. The ambition is to have a clinic ready asset available for
partnering from late FY2027.
Conclusion
In conclusion, I firmly believe that Fusion has the proven capabilities, track
record and an improving business performance to provide the Company with a
stable foundation from which to launch groundbreaking disruptive technologies.
In my opinion, the most significant of these is OptiMAL® complemented by the
underlying mammalian display and the Opti-library, which is also applicable to
phage display. The range of services we offer our clients is increasingly
comprehensive and highly complementary to diverse antibody development
strategies positioning us well to continue to gain traction with a broad
client base across Therapeutics, Diagnostics and Research antibody sectors.
The year ahead is an exciting one for the business. We will continue to
support our existing client bases, appeal to wider markets through
technological differentiation which provides significant benefits to our
existing and new clients. We will also use the OptiMAL® technologies, and
such assets as may be available, to position the Company for a transition from
a service provider with repeat business to a technology licensor with
recurring revenues.
Adrian Kinkaid
Chief Executive Officer
03 September 2025
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 March 2025
Note 2025 2024
£'000 £'000
Revenue 4 1,965 1,136
Cost of sales (1,535) (1,181)
Gross profit 430 (45)
Other operating income - 5
Administrative expenses (2,209) (2,247)
Operating loss 5 (1,779) (2,288)
Finance income 8 5 3
Finance expense 8 (3) (5)
Loss before tax (1,777) (2,289)
Income tax credit 10 64 63
Loss for the financial year (1,713) (2,226)
Total comprehensive expense for the year (1,713) (2,226)
Pence Pence
Loss per share
Basic 11 (1.8) (3.9)
Statement of Financial Position
As at 31 March 2025
Notes 2025 2024
£'000 £'000
Assets
Non-current assets
Intangible assets 12 - -
Property, plant and equipment 13 63 158
63 158
Current assets
Inventories 15 269 460
Trade and other receivables 16 632 557
Current tax receivable - 46
Cash and cash equivalents 359 1,199
1,260 2,262
Total assets 1,323 2,420
Liabilities
Current liabilities
Trade and other payables 17 603 564
Borrowings 18 20 20
623 584
Net current assets 637 1,678
Non-current liabilities
Borrowings 18 - 23
Provisions for other liabilities and charges 19 31 20
31 43
Total liabilities 654 627
Net assets 669 1,793
Equity
Called up share capital 21 4,197 3.815
Share premium reserve 27 7,939 7,743
Accumulated losses (11,467) (9,765)
Total equity 669 1,793
Simon
Douglas
Adrian Kinkaid
Director
Director
Statement of Changes in Equity
For the year ended 31 March 2025
Notes Called up share capital Share premium reserve Accumulated losses Total
£'000 £'000 £'000 equity
£'000
At 1 April 2023 1,040 7,647 (7,564) 1,123
Loss and total comprehensive expense for the year
- - (2,226) (2,226)
Issue of share capital 21 2,775 96 - 2,871
Share options - value of employee services
- - 25 25
Total transactions with owners, recognised directly in equity
2,775 96 25 2,896
At 31 March 2024 21 3,815 7,743 (9,765) 1,793
At 1 April 2024 3,815 7,743 (9,765) 1,793
Loss and total comprehensive expense for the year
- - (1,713) (1,713)
Issue of share capital 21 358 196 - 554
Share options - value of employee services
Share based payment expense - - (10) (10)
24 - 45
21
Total transactions with owners, recognised directly in equity
382 196 11 589
At 31 March 2025 21 4,197 7,939 (11,467) 669
Statement of Cash Flows
For the year ended 31 March 2025
Notes 2025 2024
£'000 £'000
Cash flows from operating activities
Loss for the year (1,713) (2,226)
Adjustments for:
Share based payment expense 35 86
Depreciation 105 220
Finance income (5) (3)
Finance costs 3 5
Income tax credit (64) (63)
Decrease/(Increase) in inventories 191 79
Decrease/(Increase) in trade and other receivables (75) 133
Increase/(Decrease) in trade and other payables 49 (280)
Cash used in operations (1,474) (2,049)
Income tax received 110 280
Net cash used in operating activities (1,364) (1,769)
Cash flows from investing activities
Purchase of property, plant and equipment 13 (10) (2)
Finance income - interest received 8 5 3
Net cash used in investing activities (5) 1
Cash flows from financing activities
Proceeds from new issue of share capital net of transaction costs 555 2,808
Repayment of borrowings 18 (23) (33)
Finance costs - interest paid 8 (3) (5)
Net cash generated/(used in) from financing activities 529 2,770
Net (decrease)/increase in cash and cash equivalents (840) 1,002
Cash and cash equivalents at the beginning of the year 1,199 195
Effects of exchange rate changes on cash and cash equivalents - 2
Cash and cash equivalents at the end of the year 359 1,199
Notes to the Financial Statements
For the year ended 31 March 2025
1 General information
Fusion Antibodies plc is a company incorporated and domiciled in the United
Kingdom and is registered in Northern Ireland having its registered office and
principal place of business at 1 Springbank Road, Springbank Industrial
Estate, Dunmurry, Belfast, BT17 0QL
The principal activity of the Company is the research, development and
manufacture of recombinant proteins and antibodies, particularly in the areas
of cancer and infectious diseases.
2 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 years presented unless otherwise stated.
Basis of preparation
The financial statements have been prepared on the historical cost convention.
The financial statements are prepared in sterling, which is the functional
currency of the Company. Monetary amounts in these financial statements are
rounded to the nearest £1,000.
The financial statements of Fusion Antibodies plc have been prepared in
accordance with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards.
The preparation of financial statements in conformity with International
Financial Reporting Standards ("IFRS") requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Company's accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in note 3.
Going concern
The Company has returned a loss of £1.7m for the year ended 31 March 2025
(Year ended 31 March 2024: Loss of £2.2m) and at the year-end had net current
assets of £0.6m (31 March 2024: £1.7m) including £0.4m of cash and cash
equivalents (31 March 2024: £1.2m). During the financial year the Company has
raised net proceeds of approximately £0.6m from the issue of new Ordinary
Shares. The Company continues to expend cash in a planned manner to both grow
the trading aspects of the business and to develop new services through
research and development projects. Revenues for the financial year were
approximately £1.97m, in line with market expectations and 73% higher than
revenues for the prior financial year. Uncertainty in levels of investment in
the sector has diminished but persists. The impact of this has been somewhat
reduced through the Company's targeting of wider market sectors.
The financial statements have been prepared on the going concern basis, which
assumes that the Company will continue to be able to meet its liabilities as
they fall due for at least twelve months from the date of signing these
financial statements. The directors have at the time of approving the
financial statements, a reasonable expectation that the Company has adequate
resources to continue in operational existence at least for 12 months from the
date of approval of the financial statements. Thus, they continue to adopt the
going concern basis of accounting in preparing the financial statements. To
support the going concern basis of preparation, cash flow forecasts have been
prepared which incorporate a number of assumptions upon which sensitivities
have been performed to reflect severe but plausible downside scenarios.
These assumptions include the rate at which revenue growth can be achieved.
The directors note that there is inherent uncertainty in any cash flow
forecast, however this is further exacerbated given the nature of the
company's trade and the industry in which it operates. Due to the risk that
revenues and the related conversion of revenue to cash inflows may not be
achieved as forecast over the going concern period, the Directors believe that
there exists a material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern and it may be unable to
realise its assets and discharge its liabilities in the normal course of
business.
The financial statements do not include the adjustments that would result if
the Company were unable to continue as a going concern.
Revenue recognition
Revenue comprises the fair value of consideration received or receivable for
the provision of services in the ordinary course of the Company's activities.
Revenue is shown net of value added tax and where a contractual right to
receive payment exists.
The Company's performance obligations are deemed to be the provision of
specific services or materials to the customer. Performance obligations are
identified on the basis of distinct activities or stages within a given
contract that the customer can benefit from, independent of other stages in
the contract. The transaction price is allocated to the various performance
obligations, based on the relative fair value of those obligations.
Revenue is recognised over time where performance obligations are satisfied
progressively, using the output method to measure progress towards completion.
Revenue is recognised based on outputs of performance obligations. Where a
contract includes a payment contingent upon the customer subsequently
achieving a pre-defined milestone with their development programme, revenue in
the amount of the total success payment due is recognised when the pre-defined
condition(s) have been met. Progress is monitored regularly, and revenue is
recognized in proportion to the work completed as of the reporting date. Any
expected losses on projects are recognised immediately when identified.
Contract assets arise on contracts with customers for which performance
obligations have been satisfied (or partially satisfied on an over time basis)
but for which the related amounts have not yet been invoiced or received.
Contract liabilities arise in respect of amounts invoiced during the year for
which the relevant performance obligations have not been met by the year-end.
The Company's contracts with customers are typically less than one year in
duration and any contract liabilities would be expected to be recognised as
revenue in the following year.
Grant income
Revenue grants received by the Company are recognised in a manner consistent
with the grant conditions. Once conditions have been met, grant income is
recognised in the Statement of Comprehensive Income as other operating income.
Research and development
Research expenditure is written off as incurred. Development expenditure is
recognised in the Statement of Comprehensive Income as an expense until it can
be demonstrated that the following conditions for capitalisation apply:
· it is technically feasible to complete the scientific
product so that it will be available for use;
· management intends to complete the product and use or
sell it;
· there is an ability to use or sell the product;
· it can be demonstrated how the product will generate
probable future economic benefits;
· adequate technical, financial and other resources to
complete the development and to use or sell the product are available; and
· the expenditure attributable to the product during its
development can be reliably measured.
Intangible assets
Software
Software developed for use in the business is initially recognised at
historical costs, net of amortisation and provision for impairment. Subsequent
development costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Company and the
cost of the item can be measured reliably.
Software is amortised over its expected useful economic life, which is
currently estimated to be 4 years. Amortisation expense is included within
administrative expenses in the Statement of Comprehensive Income.
Property, plant and equipment
Property, plant and equipment are initially recognised at historical cost, net
of depreciation and any impairment losses.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Company and the
cost of the item can be measured reliably. The carrying amount of the replaced
part is de-recognised. All other repairs and maintenance are charged to the
statement of comprehensive income during the financial year in which they are
incurred.
Subsequently, property plant and equipment are measured at cost or valuation
net of depreciation and any impairment losses.
Costs associated with maintaining computer software programmes are recognised
as an expense as incurred. Software acquired with hardware is considered to be
integral to the operation of that hardware and is capitalised with that
equipment. Software acquired separately from hardware is recognised as an
intangible asset and amortised over its estimated useful life.
Depreciation is provided on all property, plant and equipment at rates
calculated to write off the cost less estimated residual value of each asset
on a straight line basis over its expected economic useful life as follows:
Right of use assets The remaining length
of the lease
Leasehold improvements The lesser of the asset life or
the remainder of the lease
Plant and machinery 4 years
Fixtures, fittings & equipment 4 years
Leases
Leases in which a significant portion of the risks and rewards of ownership
remain with the lessor are deemed to give the Company the right-of-use and
accordingly are recognised as property, plant and equipment in the statement
of financial position. Depreciation is calculated on the same basis as a
similar asset purchased outright and is charged to profit or loss over the
term of the lease. A corresponding liability is recognised as borrowings in
the statement of financial position and lease payments deducted from the
liability. The difference between remaining lease payments and the liability
is treated as a finance cost and taken to profit or loss in the appropriate
accounting period.
Impairment of non-financial assets
For the purposes of assessing impairment, 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.
All individual assets or cash-generating units
are tested 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 amount exceeds its recoverable
amount. The recoverable amount is the higher of fair value, reflecting market
conditions less costs to sell, and value in use. Value in use is based on
estimated future cash flows from each cash-generating unit or individual
asset, discounted at a suitable rate in order to calculate the present value
of those cash flows. The data used for impairment testing procedures is
directly linked to the Company's latest approved budgets, adjusted as
necessary to exclude any restructuring to which the Company is not yet
committed. Discount rates are determined individually for each cash-generating
unit or individual asset and reflect their respective risk profiles as
assessed by the directors. Impairment losses for cash-generating units are
charged pro rata to the assets in the cash-generating unit. Cash generating
units and individual assets are subsequently reassessed for indications that
an impairment loss previously recognised may no longer exist. Impairment
charges are included in administrative expenses in the Statement of
Comprehensive Income. An impairment charge that has been recognised is
reversed if the recoverable amount of the cash-generating unit or individual
asset exceeds the carrying amount.
Current tax and deferred tax
The tax expense for the year comprises current and deferred tax. Tax is
recognised in the statement of comprehensive income, except to the extent that
it relates to items recognised directly in equity.
The current tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the reporting date in the UK, where the Company
operates and generates taxable income.
Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of amounts expected
to be paid to the tax authorities.
Deferred tax is recognised on temporary differences arising between the
carrying amounts of assets and liabilities and their tax bases. Deferred tax
is determined using tax rates (and laws) that have been enacted, or
substantively enacted, by the reporting date and are expected to apply when
the related deferred tax asset is realised or the deferred tax liability is
settled.
Deferred tax assets are recognised only to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilised.
Deferred tax assets and liabilities are offset
when there is a legally enforceable right to offset current tax assets against
current tax liabilities.
Share based employee compensation
The Company operates equity-settled share-based compensation plans for
remuneration of its directors and employees.
All employee services received in exchange for the grant of any share-based
compensation are measured at their fair values. The fair value is appraised at
the grant date and excludes the impact of any non-market vesting conditions
(e.g. profitability and remaining an employee of the Company over a specified
time period).
Share based compensation is recognised as an expense in the Statement of
Comprehensive Income with a corresponding credit to equity. If vesting periods
or other vesting conditions apply, the expense is allocated over the vesting
period, based on the best available estimate of the number of share options
expected to vest.
Non-market vesting conditions are included in assumptions about the number of
options that are expected to become exercisable. Estimates are subsequently
revised if there is any indication that the number of share options expected
to vest differs from previous estimates.
The proceeds received net of any directly attributable transaction costs are
credited to share capital and share premium when the options are exercised.
Financial assets
Classification
The Company classifies its financial assets in the following measurement
categories:
§ Those to be measured at amortised costs; and
§ Those to be measured subsequently at fair value (either through Other
Comprehensive Income or through profit and loss).
The classification depends on the Company's business model for managing the
financial assets and the contractual terms of the cash flows. The Company
reclassifies its financial assets when and only when its business model for
managing those assets changes.
Recognition and measurement
At initial recognition, the Company measures a financial asset at its fair
value plus transaction costs that are directly attributable to the acquisition
of the financial asset.
Subsequent measurement of financial assets depends on the Company's business
model for managing those financial assets and the cash flow characteristics of
those financial assets. The Company only has financial assets classified at
amortised cost. Cash and cash equivalents represent monies held in bank
current accounts and bank deposits. These assets are those held for
contractual collection of cash flows, where those cash flows represent solely
payments of principal and interest and are held at amortised cost. Any gains
or losses arising on derecognition is recognised directly in profit or loss.
Impairment losses are presented as a separate line in the profit and loss
account.
Impairment
The Company assesses on a forward-looking basis, the expected credit losses
associated with its debt instruments carried at amortised cost. For trade
receivables the Company applies the simplified approach permitted by IFRS 9,
which requires expected lifetime losses to be recognised from the initial
recognition of the receivables. For other receivables the Company applies
the three stage model to determine expected credit losses.
Inventories
Inventories comprise consumables. Consumables inventory is stated at the lower
of cost and net realisable value. Cost is determined using the first-in,
first-out (FIFO) method. Cost represents the amounts payable on the
acquisition of materials. Net realisable value represents the estimated
selling price less all estimated costs of completion and costs to be incurred
in selling and distribution.
Financial liabilities
Financial liabilities comprise Trade and other payables and borrowings due
within one year and after one year, which are recognised initially at fair
value and subsequently carried at amortised cost using the effective interest
method. The Company does not use derivative financial instruments or hedge
account for any transactions. Trade payables represent obligations to pay
for goods or services that have been acquired in the ordinary course of
business from suppliers. Trade payables are classified as current
liabilities if payment is due within one year. If not, they are presented as
non-current liabilities.
Provisions
A provision is recognised in the Statement of Financial Position when the
Company has a present legal or constructive obligation as a result of a past
event, that can be reliably measured and it is probable that an outflow of
economic benefits will be required to settle the obligation. Provisions are
determined by discounting the expected future cash flows at a pre-tax rate
that reflects risks specific to the liability. The increase in the provision
due to the passage of time is recognised as a finance cost. Provisions for
dilapidation charges that will crystallise at the end of the period of
occupancy are provided for in full.
Employee benefits - Defined contribution plan
The Company operates a defined contribution pension scheme which is open to
all employees and directors. The assets of the schemes are held by investment
managers separately from those of the Company. The contributions payable to
these schemes are recorded in the Statement of Comprehensive Income in the
accounting year to which they relate.
Foreign currency translation
The Company's functional currency is the pound
sterling. Transactions in foreign currencies are translated at the exchange
rate ruling at the date of transaction. Monetary assets and liabilities in
foreign currencies are translated at the rates of exchange ruling at the
reporting date. Exchange differences arising on the settlement or on
translating monetary items at rates different from those at which they were
initially recorded are recognised in administrative expenses in the Statement
of Comprehensive Income in the year in which they arise.
Equity
Equity comprises the following:
Called up share capital
Share capital represents the nominal value of equity shares.
Share premium
Share premium represents the excess over nominal value of the fair value of
consideration received of equity shares, net of expenses of the share issue.
Accumulated losses
Accumulated losses represent retained profits
and losses.
Adoption of new and revised standards and changes in accounting policies
In the current year the following new and revised Standards and
Interpretations have been adopted by the company. The adoption has had no
impact on the current period however may have an effect on future periods.
IAS 1 (Amendment) Classification of liabilities as current or non-current - deferral of 1 January 2024
effective date
IAS 1 (Amendment) Non-current liabilities with covenants 1 January 2024
IFRS 16 (Amendment) Liability in a Sale and Leaseback 1 January 2024
IAS 7 and IFRS 7 (Amendments) Statement of Cashflows and Supplier finance agreements 1 January 2024
IFRS S1 General requirements for disclosure of sustainability-related financial 1 January 2024
information
IFRS S2 Climate-related disclosures 1 January 2024
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the Company has
not applied the following new and revised IFRS Standards that have been in
issue but are not yet effective. The Directors do not expect that the adoption
of the other Standards listed below will have a material impact on the
financial statements of the Company aside from additional disclosures:
IAS 21 (Amendments) Lack of Exchangeability 1 January 2025
IFRS 9 and IFRS 7 (Amendments) Classification and Measurement of Financial Instruments 1 January 2026
IFRS 18 New standard on presentation and disclosure of the statement of profit or loss 1 January 2027
3 Critical accounting estimates and judgements
Many of the amounts included in the financial statements involve the use of
judgement and/or estimates. These judgements and estimates are based on
management's best knowledge of the relevant facts and circumstances, having
regard to prior experience, but actual results may differ from the amounts
included in the financial statements. Information about such judgements and
estimation is contained in the accounting policy and/or the notes to the
financial statements and the key areas are summarised below:
Critical judgements in applying accounting policies
· Revenue recognition. The Company typically enters into a contract
comprising one or more stages for each customer project. In the application of
IFRS 15 "Revenue from Contracts with Customers" and the accounting policy set
out in Note 2 to these financial statements, significant judgement is required
to identify the individual performance obligations contained within each
contract, particularly when a set-up charge is made relating to the initial
collaboration with the customer to formulate a programme of development work,
or when the pattern of sales invoices does not align with those stages
explicit in the contract.
Customer contracts may contain a non-refundable set up charge of up to 30% of
contract value which becomes payable upon commencement of the project. This
represents the value of the transfer of knowledge involved in design, planning
and preparation for the work to be done, and for the time and consumables
committed to commence work on the project. As this work is distinct and of
benefit to the customer independent of later stages within the contract, it is
therefore judged to be a separate performance obligation within the meaning of
IFRS 15 and is recognised as revenue in line with the accounting policy. The
remaining performance obligations are based on the stages with defined
deliverables which are explicitly outlined in the customer contracts.
During the process of delivering the contract, where delivery is part way
through a stage at the reporting date, an estimate is made of the amount of
revenue to recognise for that stage to reflect the work performed up to that
date. This amount is estimated on a percentage completion basis.
Critical accounting estimates and assumptions
IAS 12 requires that a deferred tax asset relating to unused tax losses is
carried forward to the extent that future taxable profits will be available.
The company is in an investment phase, expecting to have increased expenditure
on R&D and business development over the next two years which will
increase the tax losses. After the investment period the Board expects the
Company to generate healthy profits but it is difficult at this stage to
reliably estimate the period over which profits may arise in the future. The
Board has therefore determined to not recognise the asset at the reporting
date. This approach does not affect the future availability of the tax losses
for offset against future profits.
Share Options. The Company offers share options to employees in recognition of
their service. These share options are valued using the Black Scholes model
and accounted for under IFRS 2. Key estimates and judgements in the valuation
model are the probability of exercise, as well as the volatility of the share
price. For valuation, the Company has assumed that all outstanding options
will vest and become exercisable. The Company has estimated volatility of the
share price to be 24% which is based on historical movement in the Company's
share price.
Dilapidations. The company leases space under an operating lease. A condition
of the lease is to maintain the rented space and return the space in a
suitable condition at the end of the lease period. The company maintain a
dilapidation provision to account for any wear and tear during the lease
period and to return the property to its original condition. At the time of
leasing, the Company estimated future cost not to exceed £20k. This amount is
reviewed annually. An £11k upward adjustment was considered necessary for the
year ended 31 March 2025.
4 Revenue
All of the activities of the Company fall within one business segment, that of
research, development and manufacture of recombinant proteins and antibodies.
2025 2024
Geographic analysis £'000 £'000
UK 569 195
Rest of Europe 101 95
North America and Rest of World 1,295 846
1,965 1,136
In the year there were two customers (2024: two) to whom sales exceeded 10% of
revenues, those customers together accounted for £909k or 47% of revenues
(2024: £485k or 43% of revenues).
At the end of the year the Company held accrued and deferred income balances
relating to revenue contracts of £178k and £38k respectively (2024: £77k
and £101k).
5 Operating loss is stated after charging/(crediting):
2025 2024
£'000 £'000
Employee benefit costs
-wages and salaries 1,032 1,191
-social security costs 108 122
-other pension costs 44 61
-share based payments 35 86
1,219 1,460
Depreciation of property, plant and equipment (owned) 102 217
Depreciation of property, plant and equipment (leased) 3 2
Other operating expenses
Rates, utilities and property maintenance 180 155
IT costs 62 52
Fees payable to the Company's auditors
- for the audit of the financial statements 47 45
Raw materials and consumables used 617 296
Decrease/(increase) in inventories 191 81
Patent costs 51 31
Marketing costs 149 123
Loss/(gain) on foreign exchange 53 15
Other expenses 1,070 951
Total cost of sales and administrative expenses 3,744 3,429
Included in the costs above is expenditure on research and development
totalling £191k (2024: £254k). Accountancy fees of £155k (2024: £173k)
were paid in the year and are included in other expenses above, none of which
were paid to the Company's auditor Kreston Reeves LLP.
6 Average staff numbers
2025 2024
Monthly Avg Number Monthly Avg Number
Employed in UK 21 27
(including executive directors)
Non-executive directors 3 4
24 31
7 Remuneration of directors and key senior management
Directors
2025 2024
£'000 £'000
Emoluments 394 349
Pension contributions 20 18
414 367
Highest paid director
The highest paid director received the following emoluments:
2025 2024
£'000 £'000
Emoluments 207 169
Pension contributions 12 10
219 179
The highest paid director did not exercise any share options in the year
(2024: £nil). Retirement benefit contributions are being accrued for two
directors (2024: three directors) in accordance with the terms of their
service contracts. These contributions are made to defined contribution
pension schemes and are recognised as an expense in the period in which they
are incurred.
Key senior management personnel
Key senior management is considered to comprise the directors of the Company
with total remuneration for the year of £414k (2024: £367k). Share-based
payments of £35k were attributable to key senior management in the year.
(2024: £24k).
8 Finance income and expense
2025 2024
Income £'000 £'000
Bank interest receivable 5 3
2025 2024
Expense £'000 £'000
Interest expense on other borrowings 3 5
9 Share based payments
At the reporting date the Company had three share-based reward schemes: two
schemes under which options were previously granted and are now closed to
future grants and a third scheme in place in which grants were made in the
current year:
· A United Kingdom tax authority approved scheme for executive
directors and senior staff;
· An unapproved scheme for awards to those, such as non-executive
directors, not qualifying for the approved scheme; and
· A United Kingdom tax authority approved scheme for executive
directors and senior staff which incorporates unapproved options for grants to
be made following listing of the Company shares, "2017 EMI and Unapproved
Employee Share Option Scheme".
Options awarded during the year under the 2017 EMI and Unapproved Employee
Share Option Scheme have no performance conditions other than the continued
employment within the Company. Options vest one, two and three years from the
date of grant, which may accelerate for a change of control. Options lapse if
not exercised within ten years of grant, or if the individual leaves the
Company, except under certain circumstances such as leaving by reason of
redundancy.
The total share-based remuneration recognised in the Statement of
Comprehensive Income was £35k (2024: £24k). The most recent options granted
in the year were valued using the Black-Scholes method. The share price on
grant used the share price of open market value, expected volatility of 24.0%
and a compound risk free rate assumed of 3.97% based on historical experience.
2025 2024
Weighted average exercise price £ Weighted average exercise price £
2025 2024
Number Number
Outstanding at beginning of the year 0.047 3,799,450 0.481 2,317,883
Granted during the year - - 0.043 3,760,700
Exercised during the year - - - -
Lapsed during the year - - 0.466 (1,548,433)
Surrendered during the year 0.0423 (435,000) 0.515 (730,700)
Outstanding at the end of the year 0.0425 3,364,450 0.047 3,799,450
The options outstanding at the end of each year were as follows:
Expiry Nominal share value Exercise price £ 2025 2024
Number Number
May 2027 £0.04 0.040 3,750 3,750
December 2028 £0.04 0.545 - -
September 2032 £0.04 0.520 - -
September 2032 £0.04 0.475 - 35,000
February 2034 £0.04 0.0425 3,360,700 3,760,700
Total 3,364,450 3,799,450
Of the total number of shares outstanding, 3,750 were exercisable at the
reporting date at a weighted average price of £0.04p/share (2024: 3,750 at a
weighted average price of £0.04p/share)
10 Income tax (credit)
2025 2024
£'000 £'000
Current tax - UK corporation tax (64) (63)
Income tax credit (64) (63)
The difference between loss before tax multiplied by the standard rate of 25%
(2024: 25%) and the income tax credit is explained in the reconciliation
below:
2025 2024
£'000 £'000
Factors affecting the tax credit for the year
Loss before tax (1,777) (2,289)
Loss before tax multiplied by standard rate of UK corporation tax of 25%
(2024: 25%)
(444) (572)
Deferred tax not recognised on current year losses 444 572
RDEC/R&D tax credit - (46)
RDEC/R&D tax credit - adjustment relating to prior year (64) (17)
Total income tax credit (64) (63)
Impact of future tax changes are not expected to materially impact the
position of the Company, and no corporate tax liability is expected in the
subsequent period.
11 Loss per share
2025 2024
£'000 £'000
Loss for the financial year (1,713) (2,226)
Loss per share pence pence
Basic (1.8) (3.9)
Number Number
Issued ordinary shares at the end of the year 104,902,120 95,365,564
Weighted average number of shares in issue during the year 95,879,480 55,556,020
Basic earnings per share is calculated by dividing the basic earnings for the
year by the weighted average number of shares in issue during the year.
Diluted earnings per share is calculated by dividing the basic earnings for
the year by the diluted weighted average number of shares in issue inclusive
of share options outstanding at year end. As the Company is loss making for
current and prior year, diluted earnings per share is not presented.
12 Intangible assets
2024/2025 2023/2024
Software Software
£'000 £'000
Cost
At 1 April 8 8
At 31 March 8 8
Accumulated amortisation
At 1 April 8 8
Amortisation charged in the year - -
At 31 March 8 8
Net book value
At 31 March - -
At 31 March - -
Amortisation is included in administrative expenses on the statement of
comprehensive income.
13 Property, plant and equipment
Fixtures, fittings & equipment
Right of use assets Leasehold Plant & £'000
£'000 improvements machinery Total
£'000 £'000 £'000
Cost
At 1 April 2024 14 844 2,398 277 3,533
Additions - - - 10 10
Disposals - - (5) - (5)
At 31 March 2025 14 844 2,393 287 3,538
Accumulated depreciation
At 1 April 2024 11 844 2,271 249 3,375
Depreciation charged in the year
3 - 81 21 105
Disposals - - (5) - (5)
At 31 March 2025 14 844 2,347 270 3,475
Net book value
At 31 March 2025 - - 46 17 63
At 31 March 2024 3 - 127 28 158
Fixtures, fittings & equipment
Right of use assets Leasehold Plant & £'000
£'000 improvements machinery Total
£'000 £'000 £'000
Cost
At 1 April 2023 14 844 2,396 277 3,531
Additions - - 2 - 2
Disposals - - - - -
At 31 March 2024 14 844 2,398 277 3,533
Accumulated depreciation
At 1 April 2023 9 812 2,112 223 3,156
Depreciation charged in the year
2 32 159 26 219
Disposals - - - - -
At 31 March 2024 11 844 2,271 249 3,375
Net book value
At 31 March 2024 3 - 127 28 158
At 31 March 2023 5 32 284 54 375
Plant & machinery with a net book value of £32k is held under hire
purchase agreements or finance leases (2024: £49k).
The carrying value of right of use assets at the reporting date comprises
fixtures, fittings and equipment of nil (2024: £3k).
The depreciation expense is included in administrative expenses in the
statement of comprehensive income in each of the financial years shown.
14 Investment in subsidiary
The Company had the following investment in a subsidiary:
2025 2024
£ £
Fusion Contract Services Limited - 1
100% subsidiary
Dormant company
1 Springbank Road, Belfast, BT17 0QL
The Company's wholly owned dormant subsidiary, Fusion Contract Services
Limited, was formally dissolved on 8(th) October 2024. The investment in the
subsidiary, which was held at cost of £1, has been derecognised.
Given the subsidiary was dormant and had no assets or liabilities at the date
of strike-off, no gain or loss has been recognised in the profit and loss
account.
15 Inventories
2025 2024
£'000 £'000
Raw materials and consumables 269 460
The cost of inventories recognised as an expense for the year was £619k
(2024: £400k).
16 Trade and other receivables
2025 2024
£'000 £'000
Trade receivables 420 584
Loss allowance (88) (147)
Trade receivables - net 332 437
Other receivables 69 8
Prepayments and accrued income 231 112
632 557
The fair value of trade and other receivables approximates to their carrying
value.
At the reporting date trade receivables loss allowance/impairment as follows:
2025 2024
£'000 £'000
Individually impaired 45 102
Expected credit loss allowance 43 45
88 147
The carrying amount of trade and other receivables are denominated in the
following currencies:
2025 2024
£'000 £'000
UK pound 158 282
Euros 34 30
US dollar 192 272
384 584
The expected credit loss allowance has been calculated as follows:
31 March 2025 More than 90 days past due
More than 30 days past due More than 60 days past due More than 120 days past due
Current Total
Expected loss rate 1.9% 2.1% 2.7% 4.9% 26.6%
Gross carrying amount (£'000)
108 101 33 - 142 384
Loss allowance (£'000)
2 2 1 - 38 43
31 March 2024 More than 90 days past due
More than 30 days past due More than 60 days past due More than 120 days past due
Current Total
Expected loss rate 1.9% 2.1% 2.7% 4.9% 26.6%
Gross carrying amount (£'000)
280 97 74 - 133 584
Loss allowance (£'000)
5 2 2 - 36 45
Movements on trade receivables loss allowance is as follows:
£'000 £'000
At 1 April 2024/2023 45 29
Movement in loss allowance (2) 16
At 31 March 2025/2024 43 45
The creation and release of the loss allowance for trade receivables has been
included in administrative expenses in the Statement of Profit or Loss and
Other Comprehensive Income. Other receivables are considered to have low
credit risk and the loss allowance recognised during the year was therefore
limited to trade receivables.
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivables mentioned above. The Company does not hold
any collateral as security.
17 Trade and other payables
2025 2024
£'000 £'000
Trade payables 372 283
Social security and other taxes 35 43
Other payables 18 11
Accruals and deferred income 178 208
603 546
The fair value of trade and other payables approximates to their carrying
value.
The Company hold an operating lease with Invest Northern Ireland (note 23). At
the reporting date a balance of £nil (2024: £11k) was due to Invest Northern
Ireland.
18 Borrowings
Lease liabilities Hire Purchase
£'000 Contracts Total
£'000 £'000
At 1 April 2024 3 40 43
Additions - - -
Interest charged in year - 3 3
Repayments (3) (23) (26)
At 31 March 2025 - 20 20
Amounts due in less than 1 year - 20 20
Amounts due after more than 1 year - - -
- 20 20
Lease Hire Purchase
liabilities Contracts Total
£'000 £'000 £'000
At 1 April 2023 6 69 75
Additions - - -
Interest charged in year - 5 5
Repayments (3) (34) (37)
At 31 March 2024 3 40 43
Amounts due in less than 1 year 3 20 23
Amounts due after more than 1 year - 20 20
3 40 43
All borrowings are denominated in UK pounds. Using a discount rate of 8.5% per
annum the fair value of borrowings at the reporting date is £20k (2024: £40k
discounted at 8.5%).
Borrowings are secured by a fixed and floating charge over the whole
undertaking of the Company, its property, assets and rights in favour of
Northern Bank Ltd trading as Danske Bank.
19 Provisions for other liabilities and charges
2025 2024
£'000 £'000
Due after more than 1 year 31 20
Leasehold dilapidations relate to the estimated cost of returning a leasehold
property to its original state at the end of the lease in accordance with the
lease terms. The Company's premises are held under a lease which is renewed
annually. The costs of dilapidations would be incurred on vacating the
premises.
20 Financial instruments
The Company is exposed to risks that arise from its use of financial
instruments. This note describes the Company's objectives, policies, and
processes for managing those risks and methods used to measure them. There
have been no substantive changes in the Company's exposure to financial
instrument risks and the methods used to measure them from previous years
unless otherwise stated in this note.
The principal financial instruments used by the Company, from which the
financial instrument risk arises, are trade receivables, cash and cash
equivalents and trade and other payables. The fair values of all the Company's
financial instruments are the same as their carrying values.
Financial instruments by category
Financial instruments categories are as follows:
Financial assets at amortised cost As at March 2025 As at March 2024
£ '000 £ '000
Trade receivables 332 437
Other receivables 68 32
Accrued income 178 77
Cash and cash equivalents 359 1,199
Total 937 1,745
Financial Liabilities at amortised cost As at March 2025 As at March 2024
£ '000
£ '000
Trade payables 372 284
Other payables 91 180
Accruals 140 125
Borrowings 20 43
Total 623 607
Capital management
The Company's objectives when managing capital are to safeguard its ability to
continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure
to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may issue
new shares or sell assets to provide working capital.
Consistent with others in the industry at this stage of development, the
Company has relied on issuing new shares and cash generated from operations.
General objectives, policies and processes - risk management
The Company is exposed through its operations to the following financial
instrument risks: credit risk; liquidity risk and foreign currency risk. The
policy for managing these risks is set by the Board following recommendations
from the Chief Financial Officer. The overall objective of the Board is to set
policies that seek to reduce risk as far as possible without unduly affecting
the Company's competitiveness and flexibility. The policy for each of the
above risks is described in more detail below.
Credit risk
Credit risk arises from the Company's trade and other receivables, and from
cash at bank. It is the risk that the counterparty fails to discharge their
obligation in respect of the instrument.
The Company is mainly exposed to credit risk from credit sales. It is Company
policy to assess the credit risk of new customers before entering contracts.
Also, for certain new customers the Company will seek payment at each stage of
a project to reduce the amount of the receivable the Company has outstanding
for that customer.
At the year end the Company's bank balances were all held with Northern Bank
Ltd trading as Danske Bank (Moody's rating P-1).
Liquidity risk
Liquidity risk arises from the Company's management of working capital, and is
the risk that the Company will encounter difficulty in meeting its financial
obligations as they fall due.
At each Board meeting, and at the reporting date, the cash flow projections
are considered by the Board to confirm that the Company has sufficient funds
and available funding facilities to meet its obligations as they fall due.
The table below analyses the company's financial liabilities into relevant
maturity groupings based on their contractual maturities. The amounts
presented are the undiscounted cash flows:
Less than 6 months 6 to 12 months Between 1 and 2 years Between 2 and 5 years
£000 £000 £000 £000
31 March 2025
Trade and other payables 463 - - -
Accruals 140 - - -
Borrowings 11 9 - -
614 9 - -
31 March 2024
Trade and other payables 463 - - -
Accruals 125 - - -
Borrowings - 30 13 -
588 30 13 -
Foreign currency risk
Foreign currency risk is the risk that the fair value of future cash flows of
a financial instrument will fluctuate because of changes in foreign exchange
rates.
The Company seeks to transact the majority of its business in its reporting
currency (£Sterling). However, many customers and suppliers are outside the
UK and a proportion of these transact with the Company in US Dollars and
Euros. For that reason, the Company operates current bank accounts in US
Dollars and Euros as well as in its reporting currency. To the maximum extent
possible receipts and payments in a particular currency are made through the
bank account in that currency to reduce the amount of funds translated to or
from the reporting currency. Cash flow projections are used to plan for those
occasions when funds will need to be translated into different currencies so
that exchange rate risk is minimised.
If the exchange rate between Sterling and the Dollar or Euro had been 10%
higher/lower at the reporting date the effect on profit and equity would have
been approximately £12,000 (2024: £34,000) higher/lower and £1,000
higher/lower (2024: £4,000) respectively.
21 Called up share capital
2025 2024
£'000 £'000
Allotted, called up and fully paid
- 104,902,120 (2024: 95,365,564) Ordinary shares of £0.04 4,197 3,815
No dividends were paid (2024: £nil). The directors do not recommend payment
of a final dividend (2024: £nil).
During the year, the Company issued 9,536,556 additional Ordinary shares with
a nominal value of £0.04 per share, resulting in an increase in the total
number of shares in issue. The excess proceeds received from shares issued at
a price above nominal value was recognised in the share premium, net of
directly attributable transaction costs. See note 27 for further details.
Capital commitments
At 31 March 2025 the Company had contracted for but not incurred capital
expenditure of £nil (2024: £nil).
22 Retirement benefits obligations
The Company operates a defined contribution scheme, the assets of which are
managed separately from the Company. During the year the Company charged
£44,000 to the Statement of Profit or Loss and Other Comprehensive Income
(2024: £61,000) in respect of Company contributions to the scheme. At the
reporting date there was £18,000 (2024: £11,000) payable to the scheme and
included in other payables.
23 Transactions with related parties
Invest Northern Ireland ("Invest NI") is a shareholder in the Company. The
Company received invoices for rent and estate services amounting to £83,000
(2024: £79,000). A balance of £nil (2024: £11,000) was due and payable to
Invest NI at the reporting date.
Walsh Strategic Management Limited("Walsh") is a company wholly owned by Colin
Walsh, a director of the Company. The Company received strategic management
consultancy services from Walsh amounting to £nil (2024: £27,000). A balance
of £nil (2024: £27,000) was accrued at year end and payable to Walsh as at
the reporting date.
24 Ultimate controlling party
There is no ultimate controlling party.
25 Post balance sheet events
On 7 April 2025, at the Company's general meeting, all resolutions in
connection with the issue of the 8,416,020 second tranche placing shares were
approved. As a result, the 8,416,020 second tranche placing shares were issued
and admitted to trading on AIM on 9 April 2025, completing the approximately
£1.17m raise (before expenses).
On 24 April 2025, the Company announced the approval of an Innovate UK
Launchpad grant led by the Company in collaboration with Queen's University
Belfast ("QUB") to develop a humanised antibody targeting and activating the
DR5 protein on cancer cells for the treatment of cancers. The total funding
being made available under the Grant is over £808k, with up to £545k
expected to be provided to Fusion over a period of approximately 18 months.
The antibody asset generated under the Grant project will be jointly owned by
Fusion and QUB although the ownership ratios are still to be determined. This
antibody asset goes alongside the Company's grant-based collaboration with
Finn Therapeutics, who are developing the antibody against RAMP which is
protected by a Fusion patent. Any additional grants that become available will
be identified and applied for within the next 12 months.
The Company announced on 5 August 2025 that the United States Patent and
Trademark Office has granted the Company's U.S. OptiMAL(®) patent
application. The application entitled "Antibody Library and Method", concerns
the library of antibodies that is currently screened within the OptiMAL(®)
platform, as well as the method for the design of additional libraries.
26 Reconciliation of loss to EBITDA
2025 2024
£'000 £'000
Loss before tax (1,777) (2,289)
Finance income (5) (3)
Finance expense 3 5
Depreciation and amortisation 105 219
EBITDA (1,674) (2,068)
27 Reserves
Share Premium Reserve
The share premium reserve represents the excess of proceeds received over the
nominal value of shares issued. During the year, the reserve increased by
£197k following the issuance of 8,949,208 Ordinary shares at a premium of
£0.0675 per share. The increase is stated net of directly attributable
transaction costs of £49k.
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