REG - Genflow Biosciences - Final Results
30/04/2025 15:30
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RNS Number : 8839G Genflow Biosciences PLC 30 April 2025
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30 April 2025
Genflow Biosciences Plc
("Genflow" or "the Company")
FINAL RESULTS
Genflow Biosciences Plc (LSE:GENF) (OTCQB:GENFF) ("Genflow" or "the Company"),
an emerging leader in the field of longevity research, focused on developing
therapeutic solutions for the prevention of age-related diseases, is pleased
to announce its final results for the year ended 31 December 2024. The Annual
Report will be available to view on the Company's website at
www.genflowbio.com (http://www.genflowbio.com) and the full, unedited text of
its final results can be found below.
2024 Highlights
· Commenced two collaborations with world-class researchers and
laboratories, allowing the Company to receive the support of two non-diluting
and non-reimbursable research grants.
· The Company's MASH study advanced closer towards the pre-IND phase of
preclinical development.
· Received positive feedback from the FDA encouraging Genflow to
proceed with its plans to identify appropriate animal models through pilot,
proof-of-concept studies.
· Raised funding of £1.4 million (before expenses) through a mixture
of non-dilutive research grants and equity fundraising during the year.
The Company will post the Annual Report to shareholders and provide notice for
its Annual General Meeting in the coming weeks.
In accordance with Listing Rule 14.3.6R and 14.3.7R of the UK Financial
Conduct Authority ("FCA"), a copy of the Annual Report will also be submitted
to the FCA via the National Storage Mechanism and will shortly be available to
the public for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.
Genflow is a UK-based biotechnology company focused on longevity and the
development of therapies to counteract the effects of aging and diseases
associated with advanced age. It is the first longevity biotechnology
company to list in Europe and seeks to be a reference company in the European
longevity sector.
Contacts
Genflow Biosciences Harbor Access
Dr Eric Leire, CEO Jonathan Paterson, Investor Relations
+32-477-495-881 +1 475 477 9401
Jonathan.Paterson@Harbor-access.com
Brokers Capital Plus Partners Ltd
Dominic Berger, +44 203 821 6167
Jon Critchley, +44 0203 821 6168
Chairperson's Report
Dear Shareholders,
Introduction
I am pleased to present my statement as the Chairperson of Genflow Biosciences
Plc (GENF) (the "Company").
The Company is a preclinical biotechnology company focused on the development
of innovative biological interventions (namely gene therapies) which are aimed
at tackling the effects of aging, potentially slowing or halting the aging
process and so reducing the incidence of age-related diseases thereby
increasing life span.
During 2024, the Company made significant progress with its two core research
programmes, MASH (Metabolic Dysfunction-Associated Steatohepatitis) and Werner
Syndrome, and was pleased to report that it has entered into further
collaborations with world-class researchers and laboratories on two new
research programmes.
Most notably, our MASH study is advancing into the pre-IND phase of
preclinical development (a critical stage where companies discuss their
product development with the FDA), and we have partnered with Exothera SA for
GMP (good Manufacturing Practise) manufacturing of the clinical lot, utilising
its state-of-the-art facilities in Belgium.
In June 2024, we received positive feedback from the FDA encouraging Genflow
to proceed with its plans to identify appropriate animal models through pilot,
proof-of-concept studies. This has emboldened us on our journey and provides
encouragement that we may receive further positive feedback from the FDA once
the Company has submitted a comprehensive briefing package conducted on our
lead drug candidate, GF-1002, for the treatment of MASH.
An update on the status of each of our research projects has been detailed in
the Strategic Report on page 5.
On 18 January 2024, we commenced two collaborations with world-class
researchers and laboratories which allowed us to receive the support of two
non-diluting and non-reimbursable research grants from the Government of
Wallonia in Belgium, as follows;
· Sarcopenia research program with Revatis SA - focusing on the
development of muscle progenitor cells loaded with Genflow's proprietary
SIRT6, for the prevention and treatment of sarcopenia, the age-related loss of
muscle mass and function.
· Exosome-mRNA project with EXO Biologics - which aims to deliver a
therapeutic product composed of exosomes encapsulating an AAV or mRNA encoding
SIRT6, designed to target MASH and Werner Syndrome.
During 2024, the Company has received grant funding totalling €777,281 in
respect of 50% these projects, with the further 50% financial support
committed in the first half of 2026, subject to spending over the working
capital requirements. In 2024, other operating income totalling £320,471
has been recognised in the Consolidated Statement of Comprehensive Income in
relation to these grants.
Funding
In October 2024, we received official confirmation from the Wallonia region of
this continued support for our MASH project in the form of €4,026,525 in
non-dilutive financial support, subject to the Company meeting certain
conditions, which will continue to fund the ongoing development of Genflow's
lead gene therapy for the treatment of MASH. The Wallonia region's financial
support highlights the growing recognition of Genflow's innovative work in
gene therapy.
The financial support comprises non-reimbursable research grants and a
recoverable advance, repayable to the Wallonia region upon commercialisation.
This funding, is expected to cover three years of Genflow's development
program for GF-1002, with the first instalment being received as working
capital and is receivable subject to Genflow meeting certain capital
requirements.
Further strengthening the Company's financial position and increasing its
institutional investor base, the Company completed a placing and subscription
of £715,000 (before expenses) in April 2024. We were privileged to have
Premier Miton, a well-known UK institution, participate in this fundraise.
The Company completed a further fund raise in March 2025 with a major
institution for an equity investment totalling £434,083 (before expenses), in
order to accelerate the Company's planned 2025 programs including launching a
clinical trial in aged dogs.
2025
During 2025, the Company plans to continue advancing its existing research
programs, along with embarking on an exciting clinical trial focused on aged
dogs. In early 2025, we commenced a proof-of-concept clinical trial to
evaluate the safety and efficacy of our proprietary SIRT6-centenarian gene
therapy targeting age-related decline in dogs.
In addition to this, we will shortly launch a new development program in
ophthalmology, focused on advancing a novel gene therapy which utilizes a
specially designed non-viral vector engineered for precise delivery of
Genflow's SIRT6 to the eye. The therapy is designed to combat ocular
problems including several pathologies of the cornea and glaucoma.
Financial Overview
As at 31 December 2024, the Group had cash reserves of £278,682 (2023:
£683,974) and was debt free.
Group administration expenses for the 2024 year totalled £1,907,706 (2023
restated: £2,030,199) which consisted of professional, legal and consulting
fees of £188,522 (2023: £215,971) and PR and marketing costs of £97,049
(2023: £106,819). Expenditure on research and development was £1,151,462 for
the year (2023: £1,191,954), all of which has been recognised as an expense
due to the Group being in the research phase.
During the year ended 31 December 2024, the Company recognised grant income of
£320,471 (2023: £169,854) relating to the two non-dilutive and
non-reimbursable research grants from the Government of Wallonia in Belgium's
Advanced Therapy Medicinal Products (ATMPs), the remaining proportion of the
€777,281 cash received in relation to the research grants will be recognised
as grant income when the corresponding expenditure has been incurred.
Other Comprehensive Income was charged with a translation gain of £20,934
(2023 restated: £6,435) upon converting the Subsidiary's results for the year
since acquisition to GBP.
Prior year adjustment
In the current year, a prior year misstatement was identified is respect of a
material value of expense totalling US$288,080 (£231,640) which had been
recognised in 2024, but related to 2023. The expense was identified as missing
after the finalisation of the 2023 financial statements.
Consequently, this has resulted in the Group's comparative figures being
restated with the impact being an increase to administrative expenses for the
year by £231,640, an increase to trade and other payables by £226,222 and an
increase to other reserves by £5,418.
Further disclosure has been made in note 2.1.
Forward look
On behalf of the Board, I want to express our gratitude for your continued
support. The progress we have made in advancing therapeutic solutions for
longevity has been greatly bolstered by the continued support of our
collaboration partners, the Belgian Government and our stakeholders. This
support strengthens our resolve to address age-related diseases through
innovative treatments. We remain dedicated to enhancing healthspan, and we are
especially excited to bring you updates in relation to our dog study which we
hope will unlock groundbreaking insights that could revolutionise both
veterinary and human medicine.
Tamara Joseph
Non-Executive Chairperson
30 April 2025
Strategic Report
Introduction
We are a pre-clinical biotechnology company committed to using gene therapy
technologies to develop drugs that potentially halt, slow or reverse the aging
process. Our products will aim to improve the health span (living healthier
for longer) and potentially, life expectancy. Our objective is to develop
gene therapies that address the growing medical need to prevent and delay
age-related diseases by using adeno-associated viruses ("AAV") vectors to
deliver copies of a SIRT6 gene variant found in Centenarians.
Research and Development Update
The Company's focus is the creation of innovative interventions in gene
therapies that provide hope for halting, slowing or even reversing the aging
process. The Group seeks to streamline and accelerate pre-clinical,
regulatory, clinical, and production pathways.
Throughout the year, the Group's two core programs made significant strides,
along with the introduction of three new work programs. The status of these
are as follows;
· MASH (GF-1002): We are advancing to the pre-IND phase of our
preclinical development and have partnered with Exothera SA for GMP
manufacturing of the clinical lot. Exothera, a specialised CDMO (Contract
Development and Manufacturing Organisation), provides end-to-end GMP
manufacturing services for viral vectors, RNA (Ribonucleic Acid) therapeutics
and vaccines, with state-of-the-art facilities in Belgium and the US.
Leveraging these innovative technologies and expertise, we are aiming to be
positioned to fast-track our progress and initiate the first proof-of-concept
study of our gene therapy in patients with MASH. This milestone will be a
critical achievement for the Company, signalling our readiness to transition
into clinical trials, and showcasing the maturity and scalability of our
therapeutic platform. Prior to commencing GMP manufacturing, we will ensure
full regulatory compliance to reinforce confidence in our program among
potential partners, investors, and regulatory agencies.
· Werner Syndrome (GF-1003): We have developed a proprietary liver
organoid derived from human cells of patients with Werner syndrome. Organoids
are miniature, three-dimensional tissue models (grown in the lab) that mimic
the structure and function of real organs.
Compared to using animal models, organoids offer several advantages: they are
derived from human cells from patients affected with the disease, providing
more accurate insights into human-specific biology; they reduce reliance on
animals in research; and they allow for personalized disease modelling and
drug testing tailored to individual patients.
Simultaneously, we are making progress on gene therapy targeting Werner
Syndrome, an accelerated aging disease. Here, our vision is clear: to enhance
the quality of life for affected patients and expedite the path towards swift
and successful first-in-human trials under orphan drug designation. Our lead
compound GF-1003, is a topical delivery of SIRT6 to the fibroblasts in the
skin. The Company has already conducted a preliminary feasibility study for a
clinical site in Northern Sardinia, Italy.
· Dog Aging (GF-1004): As recently announced, we are initiating a
life extension clinical trial for aging dogs in collaboration with our
contract research partner, Syngene. This six-month study will assess the
potential of a veterinary version of our gene therapy to extend both the
health span and lifespan of dogs. We expect to complete the full analysis of
the trial by the end of 2025. Based on the outcomes, we may explore
partnership opportunities or licensing agreements with veterinary specialty
pharmaceutical companies.
· Sarcopenia (GF-1005): We are making steady progress with our
project aimed at addressing mitochondrial dysfunction observed in sarcopenia.
This work focuses on restoring mitochondrial health as a key factor in
combating the condition. The loading of myoblast progenitors with centSIRT6 is
currently underway in collaboration with our partner, Université libre de
Bruxelles (ULB). We are optimistic that these efforts will pave the way for
innovative solutions to improve muscle health and combat sarcopenia
effectively.
· Ophthalmology (GF-1006): We are focused on advancing a novel gene
therapy leveraging our proprietary Centenarian SIRT6 (cSIRT6). This therapy
will utilize a specially designed non-viral vector engineered for precise
delivery of Genflow's centenarian SIRT6 to the eye. The therapy is designed
to combat ocular problems including several pathologies of the cornea and
glaucoma.
Additionally, part of these results have been published in a peer controlled
journal (reference: Human centenarian-associated SIRT6 mutants modulate
hepatocyte metabolism and collagen deposition in multilineage hepatic 3D
spheroids - PubMed (nih.gov)) with the Company's CEO and members of its SAB
listed as co-authors.
Strategic Development - Collaborative Research Agreements
Since incorporation, the Company has entered into several scientific
collaborations with top-tier longevity research institutions and, in
early-2024, we were pleased to announce we had entered into new collaborative
research agreements with two prestigious organisations in the biotechnology
space.
These two new research programs are a part of a broader innovation partnership
that the Walloon Government, dedicated to Advanced Therapy Medicinal Products
(ATMPs).
Sarcopenia Research Program with Revatis SA
Genflow, together with Revatis SA, launched a 3-year sarcopenia research
program, generously funded by a grant totalling €1.34m. Sarcopenia, the
progressive loss of muscle mass and function associated with aging, poses a
significant health risk and affects the quality of life for millions of
elderly people worldwide.
mRNA Delivery Research with EXO Biologics
Genflow and EXO Biologics initiated a 3-year scientific program, supported by
a grant of €1.55m. The project focuses on the development of a novel mRNA
delivery system using exosomes to encapsulate and transport Genflow's
proprietary centenarian SIRT6 gene. The Company plans to use these loaded
exosomes for topical delivery to patients with Werner Syndrome.
In April 2025, the Company also entered into a strategic partnership with
Heureka Labs, Inc., a U.S.-based AI-driven discovery and analytics platform.
Heureka Labs, a technology spin-off from Duke University, will provide Genflow
with access to its proprietary artificial intelligence ("AI") platform, which
specialises in the analysis of high-dimensional genomic data including RNA
sequencing and gene expression profiles. The application of Heureka's AI
technology is expected to enhance Genflow's ability to interpret complex
biological datasets, enabling deeper insights into gene regulatory networks
and systemic biological responses. These insights will be key to optimising
therapeutic design and anticipating patient-specific outcomes. Genflow will
retain all IP rights under the agreement.
Outlook for 2025
Our key objectives for 2025 are:
· Continuing to identify suitable grant funding to support the
Group's project pipeline.
· Undertake key Investigational New Drug (IND)-enabling development
activities that will help define the pharmacological and toxicological
properties of our lead drug candidate, GF-1002, and its potential benefits for
MASH patients.
· Select site and QMS framework for clinical readiness, expected by
the end of 2025 for the MASH program.
· Commence preliminary discussions with the European Medicines
Agency (EMA) on Mechanism of Action (MoA) data for Orphan Drug Application
(ODA) for our second compound GF-3001, targeting Werner Syndrome.
· Work with selected Contract Development and Manufacturing
Organization (CDMO) for advancing the GMP manufacturing of the MASH clinical
lot of lead drug candidate, GF-1002.
· Develop and implement project management, budgeting and
governance for collaborative partners, in line with clinical and pre-clinal
activities that will enable IND applications.
· Move key patent applications under the Patent Cooperation Treaty
(PCT) to the national phase, while further expanding our development pipeline
with new products and new indications.
· Complete and analyse results of our clinical trial in aged dogs
with the objective of a licensing out agreement with an Animal Health
pharmaceutical company.
· Initiate the development program for eye pathologies with an
ophthalmology partner.
Intellectual Property
Genflow BE holds an exclusive worldwide patent license, along with the
University of Rochester, concerning the GF-1002 compound and its
administration to treat humans and pets. The GF-1002 patent application
principally relates to the cDNA of the variant of the human sirtuin 6 gene
found in Centenarians. This represents the broadest possible scope for a "gene
patent application" since it encompasses any use of the variant, including
specifically, the Group's product GF-1002, but also any product that contains
the variant for use in any application. Genflow's collaborative partners
include: the University of Rochester, The Trustees of Columbia University in
the City of New York, and Albert Einstein College of Medicine, New York.
Genflow BE also holds a provisional patent application focusing on the ability
to edit the SIRT6 gene. This gene has been shown to play a role in longevity
and age-related diseases. If granted, the patent will represent a significant
breakthrough in the field of gene editing, with potential implications for
longevity and other forms of gene therapy.
In 2022, the Company filed a new patent application with the United States
Patent and Trademark Office that relates to methods of administration of
variants of SIRT6, and the gene variant's therapeutic uses for the treatment
of two disorders involving the liver: Non-alcoholic fatty liver disease NAFLD,
and MASH. The application was filed via Genflow Biosciences SRL ("Genflow
BE").
Post year-end, the Company's exclusive, out-licensed patent application for
editing the SIRT6 gene, linked to longevity and age-related diseases had
successfully progressed through the Supplementary European Search report. If
successful, this research could have significant positive implications for the
field of gene therapy and beyond. Based on this work, further IP opportunities
are also being continually explored.
Investment To Date
The Company has an agreement with the Wallonia region in Southern Belgium to
receive a non-dilutive research grant award of up to €4m. To date, the
Company has accessed funding under tranche one of the grant which totals
€767,000, of which partial payment was received in April 2024. The Company
expects to apply for the next tranche of funding in 2025.
Additionally, the Company's research with Revatis SA and EXO Biologics is
supported by substantial non-diluting and non-reimbursable research grants by
the Government of Wallonia in Belgium, of which a combined total of €1.55m
is receivable. Half of the total grant was received by Genflow BE in 2024, and
the remaining balance is due to be received in early 2026, subject to working
capital requirements.
Funding for the two research programs, as part of the Wallonia Recovery Plan
by the Walloon Government in Belgium, will be disbursed annually to the
Company, contingent upon Genflow and its collaborators achieving specific,
activity-based milestones.
In April 2024, the Company completed a placing and subscription to which
raised £715,000 (before expenses) during the period and had participation
from a well-known institutional investor, Premier Miton Group Plc.
In April 2025, the Company completed a placing with a major institution for an
equity investment totalling £434,083 (before expenses).
The Scientific Advisory Board (SAB)
Genflow has established, what the Directors believe is, a strong scientific
advisory board ("SAB") experienced in the field of longevity.
The role of the SAB is to provide the Company with specific guidance on its
research & development programmes. Furthermore, the Company can benefit
from constant external perspectives which the members of the SAB can bring to
steer its research & development strategies.
Details of the SAB members are as follows:
Dr Vera Gorbunova
Dr Vera Gorbunova, PhD is the Co-Director of the Rochester Ageing Research
Center, University of Rochester New York. Dr Gorbunova is an endowed Professor
of Biology at the University and a Co-Director of the Rochester Ageing
Research Center. Her research is focused on understanding the mechanisms of
longevity and genome stability and on the studies of exceptionally long-lived
mammals. Her work has received awards from the Ellison Medical Foundation, the
Glenn Foundation, American Federation for Ageing Research, and from the
National Institutes of Health. Her work was awarded the Cozzarelli Prize from
PNAS, the prize for research on ageing from ADPS/Alianz, (France), the Prince
Hitachi Prize in Comparative Oncology, (Japan), and the Davey prize from
Wilmot Cancer Center.
Dr Eric Verdin
Dr Eric Verdin, M.D. has been Chief Executive Officer and President of Buck
Institute For Age Research since 18 November 2016. Dr Verdin served as an
Associate Director and Senior Investigator at the Gladstone Institute of
Virology and Immunology and a Professor of Medicine at the University of
California. Dr Verdin's laboratory work focuses on the role of protein
acetylation in biological processes, particularly in modulating the immune
response. Specifically, his laboratory studies histone deacetylase enzymes
(HDACs) that remove acetyl groups from histones and non-histone proteins.
Dr Matthew Hirschey
Dr Matthew Hirschey, PhD is an Assistant Professor in the Departments of
Medicine (Division of Endocrinology, Metabolism and Nutrition) and
Pharmacology & Cancer Biology at Duke University Medical Center and a
faculty member of the Sarah W. Stedman Nutrition and Metabolism Center and the
newly formed Duke Molecular Physiology Institute. His research focuses on
mitochondrial metabolism, with a particular interest in how cells use
metabolites and chemical modifications to sense metabolism. He, and his lab,
study the regulation of this process by a family of enzymes called sirtuins,
and how sirtuins maintain energy homeostasis. His work has appeared in several
leading journals, including Nature, Science, Cell Metabolism and Molecular
Cell. He has received several awards including an Innovator Award from the
American Heart Association, a New Scholar in Ageing Award from the Ellison
Medical Foundation, and the Helmholtz Young Investigator in Diabetes (HeIDi)
Award. His work is supported by grants from the American Heart Association,
the Mallinckrodt Foundation, Friedreich's Ataxia Research Alliance, the
Ellison Medical Foundation, and the National Institutes of Health.
Dr Manlio Vinciguerra
Dr Manlio Vinciguerra, PhD is a Principal Investigator at the International
Clinical Research Center (ICRC), Brno, Czech Republic. Previously he held a
position of Senior Lecturer at the Institute for Liver and Digestive Health at
University College London (UCL), London, United Kingdom. He received his PhD
in Internal Medicine (2004) and research training at the University of Geneva,
Switzerland, and at the European Molecular Biology Laboratory (EMBL), in Italy
and in Germany (2005-2011). He obtained a degree in Biomolecular Sciences from
the University of Catania, Italy, in 1999. Dr. Vinciguerra unravelled
important cellular signalling and epigenetics mechanisms involved in metabolic
and infectious processes, stress and ageing in the heart and in the liver,
such as PI3K/AKT/mTOR pathway and sirtuins, using a systems biology approach
in cells and rodent models. He is a member of Who's Who in Gerontology.
Professor Dr. Sven Francque
Professor Francque is a renowned expert in the field of NAFLD and its advanced
form, nonalcoholic steatohepatitis now known as Metabolism-Associated
Steatohepatitis (MASH). He has a long-standing interest and expertise in NAFLD
and MASH, with research focusing on the vascular changes in steatosis and
their contribution to disease progression. Genflow stands to gain
significant value from Professor Francque's extensive knowledge of MASH,
particularly in identifying new targets and potential therapies for the
disease. Moreover, Professor Francque's expertise in clinical research and
clinical trial design will be invaluable in the development of clinical trial
programs for the Company's novel therapeutics. His membership of the SAB will
play a vital role in shaping and broadening the Company's strategy and
direction, and his vast experience will be integral to achieving the Company's
goal of improving the lives of patients with MASH.
Dr. Mary E. Rinella, MD
Mary Rinella, MD, is a board-certified transplant hepatolgist at University of
Chicago Medicine. Dr. Rinella is an expert in fatty liver disease (steatotic
liver disease). She has become an expert in the various types of fatty liver
diseases during her 20-year tenure, while also learning extensively about
autoimmune and biliary liver diseases. Dr. Rinella has significant experience
treating these illnesses, utilizing remedies such as nutritional intervention,
the use of medications, endoscopy and clinical trials to deliver the most
advanced treatment options. Dr. Rinella earned her medical degree at the
University of Illinois School of Medicine before completing her residency and
fellowship at the University of Chicago and Northwestern University,
respectively. Her studies on the matters have led to over 150 articles
published in prestigious journals such as Nature Reviews Gastroenterology
& Hepatology, Gastroenterology, Hepatology, Journal of the American
Medical Association (JAMA), The Lancet and more.
In order to align the objectives of the SAB members with that of the Group, a
portion of the SAB member's remuneration is in the form of Ordinary Shares in
the Company.
Organisational Progress
Since incorporation, the Company has made significant progress in its
commitment to best practice in Corporate Governance.
The Company is proud to uphold a good standard of corporate governance by
putting in place:
· An effective board of directors that is collectively responsible
for ensuring success in the long term, led by a chairperson who is committed
to continuous improvement
· A board that features a balance of competencies, experience,
diversity, company knowledge and independence
· Directors that are able to dedicate sufficient time to their
responsibilities, receive a great induction and have the opportunity to
regularly update their skillset
· Regular evaluation of the board performance as well as that of
the individual directors and committees.
The Company's Corporate Governance policy has been further detailed in the
Corporate Governance Report on page 18.
Being a great place to work
Underlying our strategy, is our dedication to ensuring we are able to attract
and retain great talent by being, and remaining, a great place to work. As our
business develops, we believe our success will require ideas that can only
come from people encouraged to be themselves at work, enabled to contribute to
their full potential, and empowered to challenge conventional thinking.
For us, that means being an inclusive and diverse workplace, attracting and
retaining the best people. Genflow's current staff base is made up of
Directors and contractors, however we plan to take on more employees as we
grow, and we are committed to implementing the aforementioned strategy from
the start of our journey.
Diversity Statement
The Company's culture allows and encourages every person to make a unique and
positive contribution to the organisation irrespective of their differences.
The Company encourages contributions from all groups and actively seeks to
maintain a diverse board of Directors, which will in turn be reflected in its
workforce when the Company begins to recruit.
Roles by gender
2024 2023
Female Male Female Male
Non-executive Director 1 3 1 3
Executive Director - 1 - 1
In 2024, 20% of the board was made up of women. As the Company grows and
develops it is eager to increase its gender diversity by appointing more women
to its Board, adding new perspectives and contributions. However, at present,
the Board and Company remains fairly small and only meets one out of two
gender diversity targets set by the Listing Rules.
Roles by ethnicity
One fifth of the Company's board is formed of individuals from ethic minority
backgrounds, as defined by the Listing Rules.
Key Performance Indicators ("KPIs")
The Board monitors the activities and performance of the Group on a regular
basis. The Board uses financial indicators based on budget versus actual to
assess the performance of the Group. The indicators set out below will be used
by the Board to assess performance.
The main financial KPI for the Group at this stage is the level of cash and
cash equivalents. Non-financial KPIs are more relevant at this stage, in line
with the monitoring of progress of key milestones in the R&D phase.
These below key KPIs allow the Board to monitor costs and plan future research
and development activities.
2024 2023
Cash and cash equivalents 278,682 £683,974
Interaction with health authorities 1 1
Intellectual property held 4 4
In vivo data for targeted indication (Werner and MASH) 2 2
Due to the Group being in the early stages of research and development, it is
yet to reach its key milestones such as completing clinical trials. However,
the Group continues to hit soft-milestones as its journey progresses.
Statement by the Directors in performance of their statutory duties in
accordance with s172(1) of the Companies Act 2006
The Director's believe they have acted in the way most likely to promote the
success of the Group for the benefit of its members as a whole, as required by
s172(1) 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 Group's employees;
· Foster the Group's relationships with suppliers and others; and
· Consider the impact of the Group's operations on the community
and environment.
The application of the s172 requirements are demonstrated throughout this
report and the financial statements as a whole, with the following examples
representing some of the key decisions made in 2024 and up to the date of the
approval of these financial statements:
· Continuing to identify suitable grant funding to support the
Group's project pipeline.
· Undertake key Investigational New Drug (IND)-enabling development
activities that will help define the pharmacological and toxicological
properties of our lead drug candidate, GF-1002, and its potential benefits for
MASH patients.
· Select site and QMS framework for clinical readiness, expected by
the end of 2025 for the MASH program.
· Commence preliminary discussions with the European Medicines
Agency (EMA) on Mechanism of Action (MoA) data for Orphan Drug Application
(ODA) for our second compound GF-3001, targeting Werner Syndrome.
· Work with selected Contract Development and Manufacturing
Organization (CDMO) for advancing the GMP manufacturing of the MASH clinical
lot of lead drug candidate, GF-1002.
· Develop and implement project management, budgeting and
governance for collaborative partners, in line with clinical and pre-clinal
activities that will enable IND applications.
· The clinical trial in aged dogs is conducted in Morocco by our
partner CRO, Syngene with twenty-six beagle dogs aged more than 10 years. This
comparative trial has been approved by the ethical committee. The dogs will be
randomised in 4 different groups. Three groups will be treated for 6 months
with different modalities of centenarian SIRT6 gene therapies and a group will
serves as control. After 6 months we will analyse several endpoints including
determination of biological age by methylation clock with the objective of a
licensing out agreement with an Animal Health pharmaceutical company.
· Continue to seek engagement with shareholders by encouraging them
to attend the Company's AGM and publishing periodic Company updates to keep
shareholders informed of the Group's R&D progress.
Principles 2 and 3 of the Corporate Governance Statement on page 18 provides
further evidence for how Section 172(1) has been applied to strategic issues,
risks or opportunities across key stakeholder groups.
By order of the Board
Eric Leire
Chief Executive Officer
30 April 2025
Operating Risks and Uncertainties
Set out below are the key operating risks and uncertainties affecting the
Group.
Research and development risk
The Group operates in the biotechnology development sectors and carries out
complex scientific research. If the research, preclinical testing or clinical
trials of any of its product candidates fail, meaning that these candidates
will not be licensed or marketed, this would result in a complete absence of
revenue from these failed candidates. Additionally, any positive results from
trials carried out on animals may not necessarily transfer to humans. For
example, the mouse model study for Werner Syndrome cannot yet be seen to be
fully reliable.
Mitigation: The Group minimises this risk by continually seeking to broaden
its drug candidate portfolio. Furthermore, the Group establishes a culture of
collaboration with other research organisations with complementary
expertise. Translational projects, such as pre-clinical development of
SIRT6-AAV, require the integration of many scientific disciplines and breaking
down of the 'cultural' barriers that sometimes exist between the disciplines.
Timeline risk
Failure can occur at any stage of clinical development and, as a result,
enforced delays to the clinical development plan could hinder or prevent
commercialisation of the Group's product candidates. Many markets where the
Group intends to market its future products, including the US, Europe and
Asia, expect proposed new pharmaceutical products to pass stringent standards.
As a result, clinical trial design is extremely important, but costly and
time-consuming, in order to satisfy national government regulatory
authorities, clinical investigators, hospital ethics committees, institutional
review boards, customers and distributors.
Mitigation: The Group intends to minimise this risk by retaining the skills
and knowledge of the Scientific Advisory Board and monitoring R&D progress
against budget and millstones. The Group will also apply for Orphan Drug
Designation which provides a form of scientific advice, allowing sponsors to
get answers to their questions on the types of studies needed to demonstrate
the medicine's quality, benefits and risks, and information on the significant
benefit of the medicine.
Risks related to future funding requirements
The funds raised by the Group, plus the Wallonia Grant, are intended to
support the Group's pre-clinical development activities. Additional capital
will have to be raised to support clinical trial activities through
established and highly-regulated pathways to assess safety, tolerability and
efficacy of each of its products before applications can be made to individual
countries or markets. Furthermore, such clinical trials are typically
expensive, complex and can take considerable time to complete.
Whilst the Company believes that it has access to sufficient funds to enable
it to undertake all work preparatory to large animal studies over the next 18
months, the Group will need to raise further funds to complete the development
and commercialisation of its products and to proceed with any future product
candidates.
Mitigation: The Board keeps close control over budgeted vs actual
expenditure to minimise over spending and to track progress against
milestones. The Group will also continually seek alternative funding such as
grants. The Group also has further equity fund raises at its disposal,
however, it cannot be guaranteed that further funding from investors will be
available when required.
Risk related to dependence on key personnel
The Group is highly dependent on the expertise and experience of the
Directors, senior management and the Scientific Advisory Board and, in
particular, Dr Eric Leire and Dr Vera Gorbunova. Recruiting and retaining
qualified personnel (such as Dr Eric Leire and Dr Vera Gorbunova), consultants
and advisers with the relevant gene therapy expertise will be important to its
success.
Mitigation: The Group minimises this risk by bringing additional competencies
within the management team, offering an attractive remuneration package for
members and key personnel. Furthermore, the Group is entering into scientific
collaborations with organisations in the UK, Europe and USA which allows the
Group to utilise the experience of personnel within these organisations.
The Exclusive Licence Agreement risk
The success of the Group's business is highly dependent upon the Exclusive
Licence granted to Genflow BE by the University of Rochester. Under the terms
of the Exclusive Licence Agreement, Genflow BE is required to maintain high
standards and meet various development milestones and expenditure
requirements.
If the Group fails to meet its obligations under the Exclusive Licence
Agreement, or if the Exclusive Licence is terminated for any reason, it could
have a material adverse effect on the business, results of operations,
financial condition and prospects of the Group.
Mitigation: The Group put in place a mitigation strategy upon entering into
the License Agreement by designing a licensing agreement that aligns the
interests of all parties involved. Furthermore, the licensee's obligations
included in the agreement are realistic and proportionate to meet with
appropriate monitoring by the Board.
IP risk
There is no guarantee that the patent applications will result in granted
patents or provide the appropriate level of protection. The Exclusive Licence
granted to Genflow BE pursuant to the Exclusive Licence Agreement is
conditional upon the success of the GF-1002 patent application. The
commercial success of the Group is dependent, in part, on non-infringement of
patents by other third parties. An adverse judgment against the Group may give
rise to significant liability in monetary damages, legal fees and a
requirement to cease manufacturing, marketing or selling products.
Mitigation: A constant monitoring of third parties' activities by IP counsel
will reduce this risk and enable the Group to quickly react in case of
infringement. Moreover, the Group has the right to file infringement
complaints with the courts and to defend its patent rights.
Risk related to the use of Adeno Associated Viruses
There is a risk that safety issues may arise when the Group's products are
tested. This risk is common to all new classes of clinical treatment and, as
with all other biotechnology product companies, there is a general risk that
trials may not be successful.
Mitigation: The Group minimises this risk by engineering its AAVs as safer
non-immunologic gene delivery vectors. Furthermore, in parallel to the design
of improved AAVs, the Group is also exploring other 'back-up' gene delivery
methods such as exosomes.
Directors' Report
The Directors present their Report, together with the Group financial
statements and Independent Auditor's Report, for the year ended 31 December
2024.
Principal Activities and Business Review
The Company is a preclinical biotechnology company focused on the development
of innovative biological interventions (namely gene therapies) which are aimed
at tackling the effects of aging, potentially slowing or halting the aging
process and so reducing the incidence of age-related diseases and thereby
increasing health span.
A detailed review of the business of the Group during the year and an
indication of likely future developments may be found in the Chairperson's
Statement on page 3.
Principal risks and uncertainties are discussed on page 11.
Section 172 of The Companies Act has been considered in the Strategic Report
on page 5. The Board is committed to consideration of all stakeholders in
their decision making and conduct of the Group's business.
Results and Dividends
The loss of the Group for the year ended 31 December 2024 from continued
operations amounts to £1,587,235 (2023 restated: £1,860,345).
The Directors do not recommend the payment of a dividend for the year.
Directors
The Directors who held office during the year and up to the date of signature
of the financial statements were as follows:
Tamara
Joseph
Eric Leire
Peter King-Lewis
Guy-Charles Fanneau De La
Horie
Yassine
Bendiabdallah
Directors' Interests
The Directors, who served during the year ended 31 December 2024, had the
following beneficial interests in the shares of the Company at year end:
Director 31 December 2024 31 December 2023 As at the date of this report
Ordinary Shares Options Ordinary Shares Options Ordinary Shares Options
Eric Leire ((1)) 124,414,999 - 120,414,999 - 126,514,999 -
Yassine Bendiabdallah 1,270,500 - 470,500 - 1,270,500 -
Peter King-Lewis 1,182,000 - 382,000 - 1,182,000 -
Guy-Charles Fanneau De La Horie 1,100,000 - 300,000 - 1,100,000 -
Tamara Joseph 800,000 - - - 800,000 -
(1) Eric's wife, Ms J Pattison, holds 150,360 Ordinary Shares.
Substantial Shareholdings
The Company is aware that, as at 30 April 2025, other than the Directors, the
interests of Shareholders holding three per cent or more of the issued share
capital of the Company were as shown in the table below:
Shareholder Shares held Percentage of holdings
Eric Leire 126,514,999 36.18%
Jonathan Mark Swann 21,025,000 6.0%
Adrian Beeston 17,475,000 5.0%
Premier Miton 15,147,262 4.3%
Samantha Bauer 14,500,000 4.1%
Longevity Tech Fund 10,499,998 3.0%
Political Contribution
The Group did not make any contributions to political parties during the year.
Corporate Responsibility
Environmental
As a development stage biotechnology business, the Group's operations are at a
relatively small scale. As such, the Group's environmental impact is
relatively small when compared with larger businesses in the sector.
Nevertheless, the Board recognises its responsibility to protect the
environment (particularly as the business scales up) and is fully committed to
conserving natural resources and striving for environmental sustainability, by
ensuring that its facilities (and the facilities of academic and contracted
collaborators) are operated to optimise energy usage; minimise waste
production; and protect nature and people.
TCFD recommendations serve as a global foundation for effective
climate-related disclosures and set out recommended disclosures structured
under four core elements of how companies operate:
o Governance - The organisation's governance around climate-related risks
and opportunities;
o Strategy - The actual and potential impacts of climate-related risks and
opportunities for an organisation's businesses, strategy, and financial
planning;
o Risk Management - The processes used by the organisation to identify,
assess, and manage climate-related risks; and
o Metrics and Targets - The metrics and targets used to assess and manage
relevant climate-related risks and opportunities.
These are supported by recommended disclosures that build on the framework
with information intended to help investors and others understand how
reporting companies assess climate-related risks and opportunities.
The table below shows the Group's current progress against the TCFD
recommendations.
TCFD Pillar Recommended Disclosure Genflow Response
Governance · The board's oversight of climate-related risks and opportunities As a research stage biotechnology business, the Group's operations are
relatively small scale and so is its environmental impact.
· Management's role in assessing and managing climate related risks
and opportunities The Board has oversight of climate-related matters (which include risks and
opportunities). The Board is supported by the Audit Committee, which is
responsible for keeping under review the adequacy and effectiveness of the
Group's internal control and risk management systems, which consider
climate-related risks.
Strategy · Climate-related risks and opportunities identification Genflow is committed to a net zero and healthier planet, and this is part of
the Group's strategic long-term priorities.
· Climate-related risks and opportunities impacts
The Board is committed to conserving natural resources and striving for
· Resilience of the organisation's strategy environmental sustainability, by ensuring that its facilities (and the
facilities of academic and contracted collaborators) are operated to optimise
energy usage; minimise waste production; and protect nature and people.
As Genflow progresses towards testing, ESG will be at the heart of the Board
and management's vision and strategy to enable climate-related risks and
opportunities to be identified and suitably mitigated/actioned.
The information collected will allow the Board to challenge the Group's
strategy to ensure it is as resilient as possible.
Risk Management · Identifying and assessing climate-related risks Given the small scale of its current operations, Genflow has the ability to
embed climate-related risk management systems into its overall internal
· Managing climate-related risks control systems from the start of its journey, thus almost eliminating the
occurrence of transition risk.
· Integration into overall risk management
As operations scale up, the identification, assessment and effective
management of climate-related risks and opportunities will be actively
discussed during Board and management meetings.
Metrics and Targets · Climate-related metrics As the Group's operations scale up, it will continue to monitor its energy use
and its status as a low energy user. The Group will seek to collect,
· Scope 1, Scope 2, and Scope 3 emissions. structure, and effectively disclose related performance data for the material,
climate-related risks and opportunities identified where relevant.
· Climate-related targets
The Board will also look to adopt the Sustainability Accounting Standards
Board (SASB) recommended disclosures once it is operating on a larger scale.
Streamlined Energy and Carbon Reporting
The Company used less than 40,000kWh of energy in the United Kingdom during
2024 and, therefore, does not report on energy consumption and emissions under
the Companies (Directors' Report) and Limited Liability Partnerships (Energy
and Carbon Report) Regulations 2018.
Social
The Board is committed to creating a positive, inclusive and welcoming work
environment for its employees, workers, job applicants and academic and
business partners. The Group ensures that people receive equal treatment,
regardless of gender, gender-identity, age, disability, religion, belief,
political views, sexual orientation, marital status, nationality or race,
physical or mental health.
The Directors believe that diversity is fundamental to the Group and to the
success of developing innovative therapeutic treatments. The Board is
committed to creating a diverse environment, where the rights and differences
of everyone, directly or indirectly operating within the Group, are valued.
Health and safety
The Company operates a comprehensive health and safety programme which will
seek to ensure the wellbeing and security of its employees once it begins to
recruit. The Board will at all times work to ensure that the Group complies
with the highest standards of ethical and safety standards. In addition, the
Group uses hazardous, or potentially hazardous, chemical and biological
materials during its research and development programmes. These materials are
necessary for the core research activities undertaken by the Group. The Group
is committed to ensuring that hazardous chemicals and biological materials are
acquired, stored, transferred, modified, handled, and disposed of in a way
that minimises any potential adverse effects to human health and to the
environment. Their use is based on both an understanding of the hazards they
present and on the corresponding controls aimed at managing the risk of
exposure. The Group complies with the local and national guidelines in all
matters of health and safety.
For scientific and regulatory reasons, animal studies remain a crucial part of
the Group's work to deliver safe and effective therapies, which benefit animal
and patients' health and the wellbeing of our society. At present it is not
possible, either due to lack of suitable alternatives, or because animal
studies are required by regulatory authorities, for the Group to eliminate the
need for animal studies in its work. The Group recognises the ethical
responsibility to treat all animals respectfully, while striving to minimise
their pain or distress, and to avoid it completely when possible. To this end,
the Group strictly complies with all applicable international and local
legislation and regulatory guidelines and, furthermore, is committed to
following the high standards of internationally recognised practices on the
humane treatment of animals. The Group upholds and embraces the "3Rs" of
animal research, namely:
· the replacement of animals when possible and/or acceptable;
· the reduction of the numbers of experiments and of animals required by
each experiment; and
· the minimisation of pain and distress, by means of refinement of animal
studies procedures.
Principal Risks and Uncertainties
The management of the business and the execution of the Group's strategy are
subject to a number of risks. Risks are formally reviewed by the Board, and
appropriate processes are put in place to monitor and mitigate them. The
principal business risks affecting the Group are set out on page 11.
Financial Risk Management
The Group's operations expose it to a variety of financial risks that include
the effect of changes in foreign currency exchange rates, funding risk, credit
risk, liquidity risk and interest rate risk. The Group has a risk management
programme in place that seeks to limit the adverse effects on the financial
performance of the Group. The Group does not use derivative financial
instruments to manage foreign currency risk and, as such, no hedge accounting
is applied.
Details of the Group's financial risk management policies are set out in Note
3 to the financial statements.
Internal Controls
The Board recognises the importance of both financial and non-financial
controls and has reviewed the Group's control environment and any related
shortfalls during the year. Since the Group was established, the Directors are
satisfied that, given the current size and activities of the Group, adequate
internal controls have been implemented. Whilst they are aware that no system
can provide absolute assurance against material misstatement or loss, in light
of the current activity and proposed future development of the Group,
continuing reviews of internal controls will be undertaken to ensure that they
are adequate and effective.
Going Concern
The Directors, having due and careful enquiry, are of the opinion that the
Company has or will have access to sufficient funding in order to execute its
operations over the next 12 months. The Directors therefore have made an
informed judgment, at the time of approving the financial statements, that
there is a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future.. As a result,
the Directors have adopted the going concern basis of accounting in the
preparation of the annual financial statements. Further details on their
assumptions and their conclusion thereon are included in the statement on
going concern in Note 2.5 of the financial statements.
Directors' and Officers' Indemnity Insurance
During the financial year, the Company maintained insurance cover for its
Directors and Officers under a Directors' and Officers' liability insurance
policy. The Company has not provided any qualifying indemnity cover for the
Directors.
Events after the reporting period
Events after the reporting year are set out in Note 21 to the financial
statements.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Company's auditor
is unaware; and
· the Directors have taken all steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as
auditor.
This report was approved by the Board on 30 April 2025 and signed on its
behalf.
Tamara Joseph
Non-Executive Chairperson
30 April 2025
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulation.
Company law in the United Kingdom requires the Directors to prepare Group and
Company financial statements for each financial year which give a true and
fair view of the state of affairs of the Company and the Group and of the
profit or loss of the Group for that year. Additionally, the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules require the Directors
to prepare the Group financial statements in accordance with UK-adopted
international financial reporting standards in accordance with the
requirements of the Companies Act 2006; the Company financial statements are
prepared on the same basis.
In preparing the Group and Company financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been
followed, subject to any material departures disclosed and explained in the
financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and company will continue
in business.
So far as each Director is aware, there is no relevant audit information of
which the Company's auditors are unaware, and the Directors have taken all the
steps that they ought to have taken as Directors in order to make themselves
aware of any relevant audit information and to establish that the Company's
auditors are aware of that information.
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 Group and
Company and enable them to ensure that the financial statements comply with
the Companies Act 2006.
They are also responsible for safeguarding the assets of the Group and Company
and for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The maintenance and integrity of the Company's website is the responsibility
of the Directors: the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination
of the financial statements may differ from legislation in other
jurisdictions.
Corporate Governance Report
The Group is not required to comply with the UK Code of Corporate Governance
and has not voluntarily adopted it. However, the Directors recognise the
importance of sound corporate governance and the Board intends, to the extent
it considers appropriate in light of the Group's size, stage of development
and resources, to implement certain corporate governance recommendations.
The Directors have responsibility for the overall corporate governance of the
Group and recognise the need for the highest standards of behaviour and
accountability. As such, the Company follows the QCA Corporate Governance Code
("the Code") as its code of corporate governance. The Code is published by the
Quoted Companies Alliance ("QCA") and is available at www.theqca.com
(http://www.theqca.com) .
Corporate Governance Report
The QCA Code sets out 10 principles that should be applied. These are listed
below together with a short explanation of how the Group and Company applies
each of the principles:
Principle One
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be
delivered to its shareholders by the adoption of a focussed strategy for the
Group.
The Group's strategy is to focus on the development of innovative biological
interventions (namely gene therapies) which are aimed at tackling the effects
of aging, potentially slowing or halting the aging process and so reducing the
incidence of age-related diseases and thereby increasing health span. Further
details on the Group strategy is set out in the Strategic Report on page 5.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having
constructive dialogue with its shareholders. Shareholders are encouraged to
attend the Company's Annual General Meeting. Investors also have access to
current information on the Company though its website, www.genflowbio.com
(http://www.genflowbio.com) , and via communication with Directors, in
particular, Eric Leire, (Chief Executive Officer) who is responsible for
shareholder liaison. The Company is also engaged with the investor relation
consulting and support firm, Harbor Access to provide assistance with their
communication with shareholders.
The Company's annual report, Notice of Annual General Meetings (AGM) is sent
to all shareholders and can be downloaded from the Company's website. Copies
of the interim report and other investor presentations are available on the
Company's website.
At the AGM, separate resolutions are proposed on each substantial issue. For
each proposed resolution, proxy forms are issued which provide voting
shareholders with an opportunity to vote in advance of the AGM if they are
unable to vote in person. The Company's registrars count the proxy votes which
are properly recorded and the results of the AGM are announced through
regulatory news flow ("RNS") . The Board is keen to ensure that the voting
decisions of shareholders are reviewed and monitored and that approvals sought
at the Company's AGM are, as much as possible, within the recommended
guidelines of the QCA Code.
Shareholders are kept up to date via RNS on matters of a material substance
and regulatory nature. Periodic updates are provided to the market and any
deviations to these updates are announced via RNS.
Non-deal roadshows may be arranged throughout the year to meet with existing
shareholders and potential new stakeholders to maintain, as much as possible,
transparency and dialogue with the market. Additionally investor presentations
can be found on the Company's website.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long term success of the Company is reliant upon
the efforts of the management and employees of the Company and its scientific
advisory board, contractors, suppliers, regulators and other stakeholders. As
the Group grows and develops, the Board have plans to put in place a range of
processes and systems to ensure that there is close oversight and contact with
its key resources and relationships. For example, all employees of the Company
will participate in structured Company-wide annual assessment processes which
are designed to ensure that there is an open and confidential dialogue with
each person in the Company to help ensure successful two way communication
with agreement on goals, targets and aspirations of the employee and the
Company. The Board recognises that these feedback processes will help to
ensure that the Company can respond to new issues and opportunities that arise
to further the success of employees and the Company. The Company has close
ongoing relationships with a broad range of its stakeholders and provides them
with the opportunity to raise issues and provide feedback to the Company.
Principle Four
Risk Management
In addition to its other roles and responsibilities, the Audit Committee is
responsible to the Board for ensuring that procedures are in place and are
being implemented effectively to identify, evaluate and manage the significant
risks faced by the Company. The risk assessment matrix below sets out those
risks, and identifies their ownership and the controls that are in place. This
matrix is updated as changes arise in the nature of risks or the controls that
are implemented to mitigate them. The Audit Committee reviews the risk matrix
and the effectiveness of scenario testing on a regular basis. The following
principal risks and controls to mitigate them, have been identified:
Activity Risk Impact Control(s)
Environmental Risk Negative environmental impact of operations The Group's operations are at a relatively small scale. As such, the Group's Ongoing monitoring to ensure that its facilities and the facilities of
environmental impact is relatively small. academic and contracted collaborators are operated to optimise energy usage
minimise waste production and protect nature and people.
Research and development Risk The research, preclinical testing or clinical trials of any product candidates This could result in a complete absence of revenue from these failed Ongoing monitoring of results, assessment by independent experts on
could fail, meaning that these candidates will not be licensed or marketed. candidates. viability of studies and the retention of the SAB members.
Availability of licenses Risk Failure to meet obligations under the Exclusive Licence Agreement could result The Group would not have any right to commercialise GF-1002 which could have a Ongoing monitoring of the Company's obligations under the Exclusive Licence
in its termination. material adverse effect on the business, result of operations, financial Agreement including the payments of amounts due and reporting obligations.
condition and prospects of the Group.
Grant and infringement of patents Risk There is no guarantee that the Patent Applications will result in granted The commercial success of the Group is dependent, in part, on non-infringement Provide ongoing assistance as may be required by the applicants to the Patent
patents. Also, the Company may not be able to monitor infringement of its of patents by other third parties. Application.
patents by third parties, allowing competitors to increase their market share.
In addition to IP protection, the Company also relies on trade secrets to
create entry barriers to potential competitors.
Dependence on key personnel Risk The Group is highly dependent on the expertise and experience of the A loss of key personnel could result in a loss of knowledge and personnel Recruiting and retaining and incentivising qualified personnel, consultants
Directors, senior management and the Scientific Advisory Board. taking their knowledge to competitors. and advisers with the relevant gene therapy expertise.
Strategic Risk Market downturn Change in macro-economic conditions Ongoing monitoring of economic events and markets
Active marketing and experienced management
Failure to deliver commerciality
Financial Risk Misappropriation of funds Fraudulent activity and loss of funds Robust financial controls and split of duties
Loss of critical financial data Regular back up of data online and locally.
IT security
The Group may be required to reduce the scope of its development Ongoing monitoring of economic events and markets.
Ability to raise further capital
Regulatory Risk The Group will need to obtain various approvals from a number of regulatory The Group's activities will be adversely affected by regulatory factors such Proactive engagement with Government at all levels.
authorities in order to market its future products. as the suspension of licences and changes to regulatory requirements that will
govern any novel gene therapy.
The Directors have established procedures, as represented by this statement,
for the purpose of providing a system of internal control. An internal audit
function is not considered necessary or practical due to the size of the
Company and the close day to day control exercised by the Executive Director.
However, the Board will continue to monitor the need for an internal audit
function. The Board works closely with and has regular ongoing dialogue with
the outsourced finance function and has established appropriate reporting and
control mechanisms to ensure the effectiveness of its control systems.
Principle Five
A Well-Functioning Board of Directors
As at the date hereof, the Board comprises, an Executive Director: Eric Leire,
a Non-Executive Chairperson: Tamara Joseph and three Non-Executive Directors:
Yassine Bendiabdallah, Peter King-Lewis and Guy-Charles Fanneau de la Horie.
Details of the current Directors are set out within Principle Six below.
Executive and Non-Executive Directors are subject to re-election at intervals
as set out in the Company's articles of association (Article 29.1). The
service agreement and letters of appointment of all Directors are available
for inspection on reasonable notice at the Company's registered office during
normal business hours.
The Board meets in-person at least once per year and has quarterly Board
meetings The Company has established an Audit Committee, the members of which
are included in Principle Six below. A Remuneration Committee and Nomination
Committee has also been established and seeks to follow the guiding principles
laid out by the Quoted Company Alliance (QCA). No Board member may influence
decisions relating to their own specific remuneration.
Dr Bendiabdallah, Ms Joseph, Dr Fanneau De La Horie and Dr King-Lewis are
considered to be Independent Directors and as such, the Company is in
compliance with the requirement to have a minimum of two independent
non-executive directors on its Board. The Board notes that the expectation of
the QCA Code is that the Chairperson will not have an executive capacity and
that the role of the Chairperson and Chief Executive Officer ("CEO") are not
held by the same person. The Board shall review further appointments as scale
and complexity grows.
The Company shall report annually on the number of Board and committee
meetings held during the year and the attendance record of individual
Directors. To date in the current financial year, the Directors have a 97%
record of attendance at such meetings. Directors meet formally and informally
both in person and by telephone. Formal board meetings held and attended
during the year are detailed below:
Board and Committee Meetings Attended Board and Committee Meetings eligible to attend
Eric Leire 5 5
Yassine Bendiabdallah 9 9
Peter King-Lewis 7 7
Guy-Charles Fanneau De La Horie 6 7
Tamara Joseph 7 7
Principle Six
Appropriate Skills and Experience of the Directors
The Board consists of five Directors and, in addition, the Company engages the
services of Westend Corporate LLP to act as the Company Secretary and to
provide general financial and corporate assistance. The Company believes that
the current balance of skills in the Board as a whole, reflects a very broad
range of commercial and professional skills across geographies and industries
and two of the Directors have experience in public markets.
The Board shall review annually the appropriateness and opportunity for
continuing professional development whether formal or informal.
Tamara Joseph, Non-Executive Chairperson
Tamara is a seasoned health care leader, having extensive experience in both
early-stage and commercial biotech companies in the US and other markets. Her
expertise in the biotech sector includes public and private financings,
M&A, global expansions, and a Nasdaq uplisting. She has also supported
Nasdaq financings of over $1B. Her experience, spanning over 25 years,
includes acting as a member of the executive team (as Chief Legal Officer and
General Counsel) at multiple US publicly listed biotech companies, as well as
leading IT, Public and Government Affairs, and People & Culture teams.
Tamara served as Chief Legal Officer at Nasdaq-listed Spero Therapeutics Inc.,
a multi-asset, clinical-stage biopharmaceutical company in Cambridge,
Massachusetts, at Nasdaq-listed, Millendo Therapeutics Inc., to support its
transition to a publicly-traded company, and as General Counsel at Enzyvant
Therapeutics Inc., a rare disease company focused on regenerative medicine
which is now a subdivision of Sumitomo Pharma. Previously, Tamara has served
as an adviser to the boards of five US publicly traded US biotechs, including
Cubist Pharmaceuticals Inc and one Australian-listed healthcare company, Mayne
Pharma plc (now owned by Pfizer Inc.). Tamara has a BA in Economics from Duke
University, a JD from the University of Michigan Law School, and LLM degrees
from the College of Europe in Belgium and the University of Paris. She began
her legal career at the law firms of Morrison & Foerster and Fried Frank,
working in New York, Los Angeles, Brussels and Paris. She also serves as a
non-executive board member for the non-profit organizations of BINA Farm
Center and previously, Heluna Health, a $1B+ agency focused on improving
population health before reaching the maximum term limit.
Tamara Joseph is a member of the Audit Committee.
Dr Eric Leire, Chief Executive Officer
Dr Eric Leire, MD, MBA, brings to the Company a solid biotechnology expertise
through his experience in the pharmaceutical industry (Pfizer, Schering Plough
and Pharmacia), biotechnology (CEO of several private and public biotech
companies such as APT Therapeutics and Paringenix), academia (Research
Associate at the Harvard AIDS Institute) and Private Equity (partner at
Biofund Venture Capital). He is the inventor of several patents. He also
serves on the board of several biotechnology companies such as OSEOSE
Immunotherapeutics (OSE.PA), Inhatarget, Immunethep and BSIM Therapeutics.
Furthermore, Eric has been CEO of several cell and gene therapy companies such
as Enochian Biosciences (Nasdaq: ENOB) and DanDrit Biotechnologies (OTC.QB:
DDRT). He has also served as Non-Executive Director on the board of several
cell and gene therapy companies such as Genizon (Canada) and FIT Biotechnology
(Finland). He holds an MD from Grenoble University and an MBA from HEC, Paris
and Kellogg, Northwestern University.
Dr Yassine Bendiabdallah, Non-Executive Director
Dr Yassine Bendiabdallah (MPharm, PhD, IP) is a Functional Medicine Healthy
Ageing Specialist and an expert in Bio-identical Hormone therapy (BHRT). His
previous academic degree as an anti-cancer drug discovery scientist with
Cancer Research UK at University College London has earned him various
distinctions and publications in peer-reviewed academic journals. After a few
years in academia, he embarked on an entrepreneurial journey and co-founded
the Zen Healthcare group of pharmacies and wellness clinics with multiple
sites in London and worldwide partnerships. His current role is a clinical
director and clinician with interests including age reversal therapies,
functional approaches to medicine and intravenous micronutrient therapies. He
also co-founded Pasithea Therapeutics, an innovative biotech company and
mental health group of clinics and was, until March 2023, Chief Operations
Officer and head of UK Clinics. He is a director and board member of a number
of companies within the healthcare industry.
Dr Yassine Bendiabdallah is the chairman of the Audit Committee and
Remuneration and Nomination Committee.
Dr Peter King-Lewis, Non-Executive Director
Dr Peter King-Lewis studied Medicine at St Bartholomew's Hospital in London.
Prior to that he served for ten years as a Submarine Seaman Officer and Diver
in The Royal Navy. Having completed Post Graduate Training in General Practice
(St Bartholomew's, St Thomas', The Chelsea and Westminster and The Priory
Roehampton) he founded a Private General Practice in Central London.
Continuing his interest in Hyperbaric Medicine he was an HSE approved Medical
Examiner of Divers. He has a strong interest in Bioidentical Hormones and has
practiced Acupuncture alongside more conventional medicine. Dr King-Lewis also
started and runs OfficeGP Ltd which provides Primary Care in the workplace for
a variety of companies. During the last 30 years he has also been the
President of The Independent Doctors Federation and Hon Sec, President and
Trustee of the Chelsea Clinical Society. Having retired from clinical
practice, he now works in developing Medical Cannabis and is Chairman of
Hologram Health Ltd, independent importers and wholesale distributors.
Dr Peter King-Lewis is a member of the Remuneration and Nomination Committee.
Dr Guy-Charles Fanneau de la Horie, Non-Executive Director
Over the past 20 years, Guy-Charles has built, and led, biotech executive
teams where he has acted as Chief Executive Officer. During his tenures, he
has successfully led IPOs and completed multiple fundraisings. Guy-Charles'
expertise in the biotech field in both public and private companies
encompasses launching and selling new drugs in untapped markets, with
successful early access programs. Specifically, Guy-Charles has served as
Chief Executive Officer at three biotech companies, including, until very
recently, Euronext Growth traded, Pherecydes Pharma, a biotech company that
develops treatments against resistant bacterial infections; and Neovacs, a
therapeutic vaccine company. Guy-Charles has also held senior positions at
Biogen, a Nasdaq listed global biotechnology company. Guy-Charles managed the
IPO and associated successful financing of Neovacs in 2010, and in 2021, led
Pherecydes Pharma through an oversubscribed placing. Guy-Charles founded
Angels Santé, the largest European network of Business Angels dedicated to
health, and sits on its board of directors.
Dr Guy-Charles Fanneau de la Horie is a member of the Remuneration and
Nomination Committee.
Principle Seven
Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
Internal evaluation of the Board, the Committees and individual Directors is
to be undertaken on an annual basis in the form of peer appraisal and
discussions to determine the effectiveness and performance of the various
governance components, as well as the Directors' continued independence.
The results and recommendations that come out of the appraisals for the
Directors shall identify the key corporate and financial targets that are
relevant to each Director and their personal targets in terms of career
development and training. Progress against previous targets shall also be
assessed where relevant.
Principle Eight
Corporate Culture
The Board recognises that its decisions regarding strategy and risk will
impact the corporate culture of the Company as a whole and that this will
impact the performance of the Company. The Board is very aware that the tone
and culture set by the Board will greatly impact all aspects of the Company as
a whole and the way that its scientific advisory board members, research
collaborators and employees behave. The corporate governance arrangements that
the Board has adopted are designed to ensure that the Company delivers long
term value to its shareholders and that shareholders have the opportunity to
express their views and expectations for the Company in a manner that
encourages open dialogue with the Board. A large part of the Company's
activities are centred upon what needs to be an open and respectful dialogue
with employees, clients and other stakeholders.
Therefore, the importance of sound ethical values and behaviours is crucial to
the ability of the Company to successfully achieve its corporate objectives.
The Directors believe that diversity is fundamental to the Group and to the
success of developing innovative therapeutic treatments. The Board is
committed to creating a diverse environment, where the rights and differences
of everyone, directly or indirectly operating within the Group, are valued.
The Board places great importance on this aspect of corporate life and seeks
to ensure that this flows through all that the Company does. The Directors
consider that at present the Company has an open culture facilitating
comprehensive dialogue and feedback and enabling positive and constructive
challenge. The Company has adopted, with effect from the date of Admission, a
code for Directors' and employees' dealings in securities which is appropriate
for a company whose securities are traded and is in accordance with the
requirements of the Market Abuse Regulation which came into effect in 2016.
Issues of bribery and corruption are taken seriously, The Company has a
zero-tolerance approach to bribery and corruption and has an anti-bribery and
corruption policy in place to protect the Company, its employees and those
third parties to which the business engages with. The policy is provided to
staff upon joining the business and training is provided to ensure that all
employees within the business are aware of the importance of preventing
bribery and corruption. Each employment contract specifies that the employee
will comply with the policies. There are strong financial controls across the
business to ensure ongoing monitoring and early detection.
Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company's activities rests with the
Board, the respective responsibilities of the Chairperson and Chief Executive
Officer arising as a consequence of delegation by the Board. The Board has
adopted appropriate delegations of authority which set out matters which are
reserved to the Board. The Chairperson is responsible for the effectiveness of
the Board, while management of the Company's business and primary contact with
shareholders has been delegated by the Board to the Chief Executive Officer.
Audit Committee
The Audit Committee comprises Ms Joseph and Dr Bendiabdallah, who chairs this
committee. This committee has primary responsibility for monitoring the
quality of internal controls and ensuring that the financial performance of
the Company is properly measured and reported. It receives reports from the
executive management and auditors relating to the interim and annual accounts
and the accounting and internal control systems in use throughout the Company.
The Audit Committee shall meet not less than twice in each financial year
and it has unrestricted access to the Company's auditors.
Remuneration and Nomination Committee
The Remuneration Committee comprises Dr King-Lewis, Dr Fanneau De La Horie and
Dr Bendiabdallah, who chairs this committee. The Remuneration and Nomination
Committees review: remuneration, including making recommendations to the
Company and the Board on the Company's policy on executive remuneration,
including setting the overarching principles, parameters and governance
framework of each of the Company's Executive Directors and certain senior
executives; and the composition and make-up of the Board and any committees of
the Board and evaluating the balance of skills, knowledge and experience and
the size, structure and composition of the Board and committees of the Board,
retirements and appointments of additional and replacement directors and
committee members and will make appropriate recommendations to the Board on
such matters.
Non-Executive Directors
The Board has adopted guidelines for the appointment of Non-Executive
Directors which have been in place and which have been observed throughout the
year. These provide for the orderly and constructive succession and rotation
of the Chairperson and Non-Executive Directors insofar as both the Chairperson
and Non-Executive Directors will be appointed for an initial term of three
years and may, at the Board's discretion believing it to be in the best
interests of the Company, be appointed for subsequent terms. The Chairperson
may serve as a Non-Executive Director before commencing a first term as
Chairperson.
In accordance with the Companies Act 2006, the Board complies with: a duty to
act within their powers; a duty to promote the success of the Company; a duty
to exercise independent judgement; a duty to exercise reasonable care, skill
and diligence; a duty to avoid conflicts of interest; a duty not to accept
benefits from third parties and a duty to declare any interest in a proposed
transaction or arrangement.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having
constructive dialogue with its shareholders in compliance with regulations
applicable to companies whose shares trade on the Equity Shares (Transition)
Category of the London Stock Exchange. All shareholders are encouraged to
attend the Company's Annual General Meeting where they will be given the
opportunity to interact with the Directors.
Copies of all Annual Reports, Notices of Meetings, Circulars sent to
shareholders and Prospectus (in respect of the last 5 years) are included on
the Company's website www.genflowbio.com (http://www.genflowbio.com/) .
Tamara Joseph
Non-Executive Chairperson
30 April 2025
Audit Committee Report
Dear Shareholders,
I am pleased to present the Group's Audit Committee report for the year to 31
December 2024.
Meeting Attendance
The Audit Committee met twice in 2024, once with the Company's auditors in
attendance. Y Bendiabdallah chaired the meetings and the Committee's second
board member T Joseph attended.
Composition of the Audit Committee
In line with the QCA, the Committee comprises two independent Non-Executive
Directors, including the Chair. The members of the Audit Committee are Y
Bendiabdallah and T Joseph. All current members of the Audit Committee have
held, or currently hold, board-level positions in Biotech with international
reach.
The Audit Committee's membership, as a whole, has competence relevant to the
sector in which the Group operates and is able to function effectively with
the appropriate degree of challenge.
Committee Duties
The Audit Committee is committed to:
· Monitoring the integrity of the financial statements and financial
performance;
· Reviewing financial statements, significant financial returns to
regulators and any financial information of a sensitive nature;
· Reviewing and challenging internal financial controls and risk
management systems including the review of matters of a non-financial nature,
including environmental matters;
· Reviewing and challenging accounting policies, accounting methods
and adherence to accounting standards;
· Reviewing and making recommendation with regards to the external
auditor, including appointment, independence, objectivity, effectiveness,
performance and remuneration;
· Consulting with the external auditor on the scope of their work and
reviewing all major points arising from the audit;
· Ensuring full functionality of the whistleblowing policy.
External Auditor
The external auditor, PKF Littlejohn LLP ("PKF"), was reappointed after
consideration by the audit committee and scrutiny of its independence,
objectivity and capabilities. The Audit Committee also received and reviewed a
report from the external auditor setting out to its satisfaction how its
independence and objectivity is safeguarded when providing non-audit services.
The value of non-audit services provided by PKF in respect of the year ending
31 December 2024 amounted to £nil (2023: £nil). During the year, there were
no circumstances where PKF was engaged to provide services prohibited by the
FRC's Revised Ethical Standard (2019) or which might have led to a conflict of
interest.
Financial Statements
The Audit Committee reviewed and agreed the external auditor's strategy and
approach in advance of their audit for the year ended 31 December 2024, and
reviewed reports on the outcome of the audit.
Going Concern
The Audit Committee reviews supporting papers from management to support the
Going Concern statement set out in note 2.5 and the Directors report. This
includes sensitivity analysis over key assumptions. Following this review, the
Audit Committee recommended to the Board the approval of both statements.
Internal Audit
The Group does not have a formal internal audit function due to the size of
the Group and the low number of transactions during the year. The Audit
Committee considers this is appropriate given the close involvement of the
executive director and external accountant on a day-to-day basis. However, the
need for an internal audit function will be kept under review by the Audit
Committee on behalf of the Board.
The Year Ahead
The Audit Committee is focused on maintaining a framework of internal control,
the effectiveness of which will be regularly reviewed by the Audit Committee
in light of an ongoing assessment of significant risks facing the Company and
the Group. The Audit Committee is committed to assisting the Board in
discharging its duties regarding the financial statements, accounting policies
and the maintenance of proper internal business, and operational and financial
controls.
This report was approved by the Board on 30 April 2025.
Yassine Bendiabdallah
Chairman of the Audit Committee
30 April 2025
Remuneration and Nomination Committee Report
Dear Shareholders,
I am pleased to present the Group's Remuneration and Nomination Committee
report for the year to 31 December 2024.
Committee Composition and Meeting Attendance
The Committee is made up of Independent, Non-Executive Directors and shall
meet not less than twice in each financial year. The Remuneration and
Nomination Committee last met on 4 November 2024.
Committee Duties
The Remuneration Committee is responsible for:
· Determining and agreeing with the Board the framework or broad
policy for the remuneration of the executive offices and other senior
managers;
· Take into account all factors which it deems necessary
including the level of the Company's remuneration relative to other companies
to ensure that members of the company are provided with appropriate incentives
to encourage enhanced performance and are, in a fair and reasonable manner,
rewarded for their individual contributions to the success of the Company; and
· Determining each year whether awards will be made, and if so,
the overall amounts of such awards, the individual awards to executive
directors and other senior executives and the performance targets to be
used.
Remuneration Policy
Due to the Group being in the early stages of its journey and the Board's
collective commitment to conserve cash, a bonus and incentive awards scheme
does not form part of the executive or non-executive remuneration package.
This will be kept under review by the Committee as the Group's activity
progresses.
Directors notice periods
The Executive Director is subject to a twelve month notice period and all
non-executive Directors are subject to a three month notice period.
Loss of office
None of the Directors contractually have claim to compensation for loss of
office.
Base salary
The Committee's objective is to provide a competitive base salary reflective
of the skills and experience of the relevant individual. These will be
reviewed annually or on a significant change of responsibilities or change in
market practice or a change in the size or complexity of the business. The
Remuneration Committee also takes into account external market data and pay
and employment conditions elsewhere in the Group and industry when considering
increases to base salary levels. There are no performance criteria associated
with receiving this benefit.
Pension
Pensions are provided to aid recruitment and retention by allowing the
Directors to make provision for long-term retirement benefits. These are
comparable with similar roles in similar companies. A Pension scheme has been
set-up where by Directors receive 3% per cent of their base salary. There is
no performance criteria associated with receiving this benefit.
Non-Executive Directors
Non-Executive Directors each receive a market rate basic fee, subject to time
commitment requirements, for holding the office of Non-Executive Director
which is set by the board as a whole.
Annual Report on directors' remuneration
Executive Director (audited)
The remuneration of the Executive Director for the year ended 31 December 2024
and period ended 31 December 2023 was as shown in the table below:
31 December 2024
Directors' fees Bonus Taxable benefits Pension benefits Options issued Total
£ £ £ £ £ £
Eric Leire 215,793 - - - - 215,793
215,793 - - - - 215,793
31 December 2023
Directors' fees Bonus Taxable benefits Pension benefits Options issued Total
£ £ £ £ £ £
Eric Leire 232,008 - - - - 232,008
232,008 - - - - 232,008
The Company has presented an annual percentage change of 7% (2023: nil%) in
the amount paid to the CEO due to the waiving of their remuneration during the
month of December 2024.
As part of the Company's cash preservation strategy, Eric Leire agreed to
waive part of his remuneration totalling £15,000 for the month of December
2024.
Non-Executive Directors (audited)
The basic fee for the Non-Executive Directors for 2024 and 2023 was £30,000.
The remuneration of the Non-Executive Directors for the year ended 31 December
2024 and period ended 31 December 2023 was as shown in the table below:
31 December 2024
Directors' fees Bonus Taxable benefits Pension benefits Options issued Total
£ £ £ £ £ £
Yassine Bendiabdallah 27,500 - - 653 - 28,153
Peter King-Lewis 27,500 - - 653 - 28,153
Guy-Charles Fanneau de La Horie 27,500 - - - - 27,500
Tamara Joseph 27,500 - - - - 27,500
110,000 - - 1,306 - 111,306
31 December 2023
Directors' fees Bonus Taxable benefits Pension benefits Options issued Total
£ £ £ £ £ £
Yassine Bendiabdallah 30,000 - - 713 - 30,713
Peter King-Lewis 30,000 - - 713 - 30,713
Guy-Charles Fanneau de La Horie 30,000 - - - - 30,000
Tamara Joseph 30,000 - - - - 30,000
120,000 - - 1,426 - 121,426
As part of the Company's cash preservation strategy, all Non-Executive
Directors agreed to waive their remuneration during the month of December
2024.
Non-Executive Directors
As at the date of this report, Non-Executive Directors' interests were as
follows;
Shares owned outright
Yassine Bendiabdallah 1,270,500
Peter King-Lewis 1,182,000
Tamara Joseph 800,000
Guy-Charles Fanneau De La Horie 1,100,000
Group spend on pay
During the year, the Group's administration expenses totalled £1,907,706
(2023 restated: £2.030.199) of which 17.14% (2023: 16.72%) represented
remuneration paid to Directors of the Company.
Shareholder Voting at the Annual General Meeting
The Directors' Remuneration Report for the period ended 31 December 2023 was
approved by the shareholders at the Annual General Meeting held on 27 June
2024.
The votes cast were as follows:
Number of votes % of votes cast
For 53,390,728 100%
Against - -
Withheld - -
The year ahead
The Committee has been charged by the Board to ensure that the Group's pay and
benefits practices are competitive, able to attract high calibre people and to
ensure those people are suitably incentivised to perform and remain with the
Group over the long term. The Committee will continue to meet twice a year to
ensure remuneration remains aligned with the Company's objectives and
strategy.
The Committee and I are focused on ensuring that reward at the Company
continues to be closely aligned with the delivery of long-term shareholder
value.
This report was approved by the Board on 30 April 2025.
Yassine Bendiabdallah
Chairman of the Remuneration Committee
30 April 2025
Independent Auditor's Report to the Members of Genflow Biosciences plc
Opinion
We have audited the financial statements of Genflow Biosciences Plc (the
'parent company') and its subsidiaries (the 'group') for the year ended 31
December 2024 which comprise the Consolidated and Company Statements of
Financial Position, the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Changes in Equity, the Consolidated and
Parent Company Statements of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK-adopted
international accounting standards and as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act
2006. In our opinion, the financial statements:
· give a true and fair view of the state of the group's and of the
parent company's affairs as at 31 December 2024 and of the group's loss for
the year then ended;
· the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the parent company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.5 in the financial statements, which indicates
that for the Group and the company to continue to meet its research and
development strategy, and to continue to meet its financial commitments across
the going concern period, additional fundraising will be required. As stated
in note 2.5, these events or conditions, along with the other matters as set
forth in note 2.5, indicate that a material uncertainty exists that may cast
significant doubt on the company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included reviews of Management's assessment of their
ability to continue as a going concern, and made enquiries of management to
confirm key assumptions made and drivers of the assessment. We evaluated the
inputs to the cashflow forecast for reasonableness, including all grant income
receivable and the recent equity fundraise. These proceeds have been used as
the basis for the going concern assumption as they are expected to cover
working capital for a period which will allow for further fundraising.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. At the planning stage,
materiality is used to determine the financial statement areas that are
included within the scope of our audit and the extent of sample sizes during
the audit. This is reviewed accordingly during fieldwork and completion
dependent on adjustments made during the audit.
The group was audited to a level of materiality for the financial statements
as a whole of £91,000 (2023 - £79,900), a benchmark calculated using 5% of
the draft loss before tax of the group (2023 - 5% of loss before tax). We
consider the loss before tax to be the most significant determinant of the
group's financial position and performance used by shareholders and investors
for the current period, with the significant balances in the period being the
administrative expenditure and loss for the period.
The performance materiality applied at the group level was £63,000 (2023 -
£56,000) and we have reported misstatements during our audit work above
£4,000 (2023 - £3,995), as well as differences below that threshold that, in
our view, warranted reporting on qualitative grounds. The group performance
materiality was set by us at 70% of materiality. This was deemed reasonable
due to the relatively low level of transactions and simple nature of these
transactions and also due to this being the third year we are performing the
audit. Performance materiality was set to ensure sufficient coverage of the
key balances.
The materiality applied to the parent company was £27,000 (2023 - £72,000)
being 5% of the draft loss before tax. Loss before tax was deemed an
appropriate benchmark for materiality calculation as it provides the best
indication of annual performance during the research phase and given no
development assets are capitalised. Performance materiality was £18,000 (2023
- £50,400) and this was set by us at 70% of materiality. This was deemed
reasonable due to the relatively low level of transactions and simple nature
of these transactions and also due to this being the third year we are
performing the audit. We agreed with the audit committee that we would report
any individual audit difference in excess of £1,000 (2023 - £2,350) for
Genflow Biosciences Plc and differences below this threshold that, in our
review, warranted reporting on qualitative grounds.
No component auditors were used, and both subsidiaries were audited by the
group audit team. Genflow Biosciences SRL was assessed as a significant
component and was audited to a materiality of £61,000 (2023 - £47,000) being
5% of the draft loss before tax (2023 - 5% of loss before tax), with
performance materiality applied of £43,000 (2023 - £33,000). We agreed
with the audit committee that we would report any individual audit difference
in excess of £3,000 (2023 - £2,350) for Genflow Biosciences SRL and
differences below this threshold that, in our review, warranted reporting on
qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. We looked at areas
involving significant accounting estimates and judgements by the directors
including the carrying value of investments in subsidiaries. We also addressed
the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented
a risk of material misstatement due to fraud.
The audit of the parent company and subsidiaries was performed in London by
PKF Littlejohn LLP, using a team with specific experience of auditing publicly
listed entities.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Recoverability and recognition of grant income (Group only - see Note 10 in
the financial statements)
Under ISA (UK) 240, there is a rebuttable presumption that revenue recognition In addition to the procedures required by ISA (UK) 240 as set out below, our
is a significant fraud risk. work in this area included:
There is a significant risk that the grant income recognised is not yet earned • Updating our understanding of the information system and
by the group due to the conditions set out in the grant not being met, and as related controls relevant to research and development expenditure and
such the recoverability and recognition of grant income has been deemed a key submission of grant claims;
audit matter.
• Evaluating the appropriateness of the information system and
the effectiveness of the design and implementation of the related controls;
• Substantive transactional testing of grant income recognised
in the financial statements, including deferred and accrued income balances
recognised;
• Reviewing the grant terms and conditions, together with the
grant claims, and ensuring compliance with the terms therein; and
• Confirming the treatment of grant income is in accordance with
IAS 20, being the applicable accounting standard.
We are satisfied that the grant income is recoverable and has been recognised
appropriately.
Carrying value of investment (Company only - see Note 9 in the financial
statements)
Genflow Biosciences Plc is the ultimate parent company of the group. The Our work in this area included:
carrying value of the investment in subsidiary undertakings as at 31 December
2024 amounted to £869,370 (2023 - £770,187).
The value of the investments in subsidiaries is material in the parent company Considering the valuation of the investments in the year and reflect on any
financial statements. There is a significant risk that the carrying amount of potential impairment charges required;
the investment which is subject to management's estimation and judgement might
not reflect any possible impairment, and as such this has been deemed to be a Identifying and evaluating any indicators of impairment;
key audit matter.
Obtaining management's impairment review and reviewing the reasonableness of
key inputs and area of judgements;
Assessing progress of the research and development activities in the
underlying subsidiaries;
Reviewing the reassignment of the loan in Genflow Biosciences SRL from Genflow
Biosciences Plc to Genflow Biosciences Inc, including reviewing the signed
agreement and treatment of this in all entities; and
Vouching the increase in the loan in Genflow Biosciences Inc to bank
statements.
Management's assessment of the carrying value of investments was concluded as
reasonable.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements and the part of the directors'
remuneration report to be audited are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent company
and the sector in which they operate to identify laws and regulations that
could reasonably be expected to have a direct effect on the financial
statements. We obtained our understanding in this regard through detailed
discussions with management about and potential instances of non-compliance
with laws and regulations both in the UK and in overseas subsidiaries. We also
selected a specific audit team based on experience with auditing entities
within this industry of a similar size.
• We determined the principal laws and regulations relevant to
the group and parent company in this regard to be those arising from:
o Main Market Listing Rules;
o The Companies Act 2006;
o UK Employment law;
o The Prospectus Directive;
o Anti Bribery Legislation;
o Market Abuse Directive;
o Financial Services and Market Act;
o Disclosure and Transparency Rules;
o Belgium and US law and company reporting requirements; and
o Local tax and employment law.
• We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included,
but were not limited to:
o Conducting inquiries of management and those charged with governance
regarding potential instances of non-compliance;
o Review of Board minutes and other correspondence from management;
o Review of regulatory news service announcements; and
o Review of legal and professional fees for evidence of any litigation or
claims against the group.
These procedures were carried out for all entities within the group to ensure
no instances of non-compliance within the parent company or any of its
subsidiaries.
• We also identified the risks of material misstatement of the
financial statements due to fraud. Aside from the non-rebuttable presumption
of a risk of fraud arising from management override of controls, we did not
identify any significant fraud risks.
As in all of our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included,
but were not limited to: testing over all journals on a risk based approach to
identify any unusual transactions that could be indicative of fraud; reviewing
accounting estimates for evidence of bias; evaluating the business rationale
of any significant transactions that are unusual or outside the normal course
of business; and reviewing transactions through the bank statements to
identify potentially large or unusual transactions that do not appear to be in
line with our understanding of business operations.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by Audit Committee on 21 January 2022 to audit the
financial statements for the period ending 31 December 2021 and subsequent
financial periods. Our total uninterrupted period of engagement is 4 years,
covering the periods ending 31 December 2021 to 31 December 2024.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the company and we remain independent of the company in conducting
our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Timothy Harris (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London
E14 4HD
30 April 2025
Consolidated and Company Statement of Financial Position
Group Company
Notes Restated Year ended 31 December 2024 Year ended 31 December 2023
Year ended 31 December 2024 Year ended 31 December 2023 £ £
£ £
Non-Current Assets
Property, plant & equipment 2,067 3,394 - -
Investments 9 - - 869,370 770,187
Total non-current assets 2,067 3,394 869,370 770,187
Current Assets
Trade and other receivables 10 105,159 384,285 261,297 144,338
Cash and cash equivalents 11 278,682 683,974 97,738 247,539
Total current assets 383,841 1,068,259 359,035 391,877
Total Assets 385,908 1,071,653 1,228,405 1,162,064
Current Liabilities
Trade and other payables 12 788,916 571,960 72,307 117,014
Total Liabilities 788,916 571,960 72,307 117,014
Net Assets/(Liabilities) (403,008) 499,693 1,156,098 1,045,050
Equity attributable to owners of the Parent
Share capital 14 104,912 87,752 104,912 87,752
Share premium 14 4,830,375 4,190,900 4,830,375 4,190,900
Other reserves 15 252,805 224,906 6,965 -
Retained earnings (5,591,100) (4,003,865) (3,786,154) (3,233,602)
Total Equity (403,008) 499,693 1,156,098 1,045,050
The Company has taken advantage of the exemption under Section 408 of the
Companies Act 2006 from presenting its own profit and loss account. During the
year ended 31 December 2024, the Company made a loss for the year of £552,552
(2023: £1,735,351).
The financial statements were approved and authorised for issue by the Board
of Directors on 30 April 2025 and were signed on its behalf by:
Eric Leire
Chief Executive Officer
Consolidated Statement of Comprehensive Income
Group
Continuing Operations Notes Year ended 31 December Restated
2024 Year ended 31 December 2023
£ £
Other operating income 320,471 169,854
Operating Profit 320,471 169,854
Administration expenses 6 (1,907,706) (2,030,199)
Operating Loss (1,587,235) (1,860,345)
Net finance costs - -
Loss before Taxation (1,587,235) (1,860,345)
Income tax 8 - -
Loss for the year from continuing operations (1,587,235) (1,860,345)
Loss attributable to:
- owners of the Parent (1,587,235) (1,860,345)
(1,587,235) (1,860,345)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Exchange differences on translating foreign operations
20,934 (6,435)
Total Comprehensive Income (1,566,301) (1,866,780)
Attributable to:
- owners of the Parent (1,566,301) (1,866,780)
Total Comprehensive Income from continuing operations (1,566,301) (1,866,780)
Earnings per share (pence) from continuing operations attributable to owners 17 (0.475) (0.636)
of the Parent - Basic & Diluted
Consolidated Statement of Changes in Shareholders' Equity
Attributable to Equity Shareholders- Group
Share capital Share premium Other reserves Retained losses Total equity
£ £ £ £ £
As at 1 January 2023 87,752 4,190,900 231,341 (2,143,520) 2,366,473
Loss for the period - Restated - - - (1,860,345) (1,860,345)
Other comprehensive income
Exchange differences on translating foreign operations - - (6,435) - (6,435)
Total comprehensive income for the period - - (6,435) (1,860,345) (1,866,780)
As at 31 December 2023 - Restated 87,752 4,190,900 224,906 (4,003,865) 499,693
As at 1 January 2024 - Restated 87,752 4,190,900 224,906 (4,003,865) 499,693
Loss for the period - - - (1,587,235) (1,587,235)
Other comprehensive income
Exchange differences on translating foreign operations - - 20,934 - 20,934
Total comprehensive income for the period - - 20,934 (1,587,235) (1,566,301)
Transactions with owners
Issue of ordinary shares 17,160 697,840 - - 715,000
Cost of capital - share issue costs - (58,365) - - (58,365)
Options granted during the year - - 6,965 6,965
Total transactions with owners 17,160 639,475 6,965 - 663,600
As at 31 December 2024 104,912 4,830,375 252,805 (5,591,100) (403,008)
Company Statement of Changes in Shareholders' Equity
Attributable to Equity Shareholders- Company
Share capital Share premium Other reserves Retained losses Total equity
£ £ £ £ £
As at 1 January 2023 87,752 4,190,900 - (1,498,251) 2,780,401
Loss for the period - - - (1,735,351) (1,735,351)
Other comprehensive income - - - - -
Total comprehensive income for the period - - - (1,735,351) (1,735,351)
As at 31 December 2023 87,752 4,190,900 - (3,233,602) 1,045,050
As at 1 January 2024 87,752 4,190,900 - (3,233,602) 1,045,050
Loss for the period - - - (552,552) (552,552)
Other comprehensive income - - - - -
Total comprehensive income for the period - - - (552,552) (552,552)
Transactions with owners
Issue of ordinary shares 17,160 697,840 - - 715,000
Cost of capital - share issue costs - (58,365) - - (58,365)
Options granted during the year - - 6,965 - 6,965
Total transactions with owners 17,160 639,475 6,965 - 663,600
As at 31 December 2024 104,912 4,830,375 6,965 (3,786,154) 1,156,098
Consolidated and Company Statement of Cash Flows
Group Company
Notes Year ended 31 December 2024 Restated Year ended 31 December 2024 Year ended 31 December 2023
£ Year ended 31 December 2023 £ £
£
Cash flows from operating activities
Loss after taxation (1,587,235) (1,860,345) (552,552) (1,735,351)
Adjustments for:
Depreciation & amortisation 1,179 1,034 - -
Loan reassignment - - - 1,116,367
Share based payments - - 6,965 -
(Increase)/decrease in trade and other receivables 10 264,524 (131,014) (116,959) 12
Increase/(decrease) in trade and other payables 12 239,259 329,450 (44,707) 55,023
Net cash used in operating activities (1,082,273) (1,660,875) (707,253) (563,949)
Cash flows from investing activities
Purchase of property, plant & equipment - (2,439) - -
Loans granted to subsidiaries 9 - - (99,183) (828,288)
Net cash used in investing activities - (2,439) (99,183) (828,288)
Cash flows from financing activities
Proceeds from issue of shares net of issue costs 14 656,635 - 656,635 -
Net cash generated from financing activities 656,635 - 656,635 -
Net (decrease)/increase in cash and cash equivalents (425,638) (1,663,314) (149,801) (1,392,237)
Cash and cash equivalents at beginning of year 683,974 2,356,225 247,539 1,639,776
FX on cash 20,346 (8,937) - -
Cash and cash equivalents at end of year 11 278,682 683,974 97,738 247,539
Notes to the Financial Statements
ACCOUNTING POLICIES
1. General Information
The principal activity of Genflow Biosciences Plc ("the Company") and its
subsidiaries (together "the Group") is the research and development of gene
therapy targeting the upstream biology of aging.
The Company is incorporated and domiciled in the United Kingdom. The Company
was incorporated on 18 January 2021 and commenced trading on this date.
The address of its registered office is 6 Heddon Street, London, W1B 4BT.
2. 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 periods presented, unless otherwise stated.
2.1 Prior Year Restatement
The Group has identified an omission in its results presented for the year
ended 31 December 2023 which gives rise to a prior year restatement due to its
quantum. The error relates to an omitted invoice dated in 2023 totalling
US$320,089 and has resulted in trade payables and administration expenses for
the year ended 31 December 2023 being understated. The error arose as a result
of the invoice being identified as missing after the finalisation of the 2023
financial statements.
An adjustment to correct the error has been made retrospectively in the
financial statements and the Group results for the year ended 31 December 2023
have been restated. The Group and Parent results for the year ended 31
December 2022 remain unaffected and have therefore not been presented.
The impact of the prior year restatement is an increase to administration
expenses for the year by £231,640, an increase to trade and other payables by
£226,222 and an increase to other reserves by £5,418.
The affected line items in the Consolidated Statement of Financial Position
and Consolidated Statement of Comprehensive Income for the year ended 31
December 2023 are shown as follows:
As previously reported Correction of error Year ended 31 December 2023
Year ended 31 December 2023 Restated
£ £ £
Trade and other payables 345,738 226,222 571,960
Other reserves 219,488 5,418 224,906
Administrative expenses 960,314 231,640 1,191,954
Retained earnings (3,772,225) (231,640) (4,003,865)
2.2 Basis of Preparation of Financial Statements
The financial statements of the Company are prepared in accordance with Part
15 of the Companies Act 2006, which applies to companies generally.
The Group financial statements have been prepared in accordance with
UK-adopted international accounting standards and the Companies Act 2006. The
Group financial statements have been prepared under the historical cost
convention.
The financial statements are presented in UK Pounds Sterling rounded to the
nearest pound.
The preparation of financial statements in conformity with IFRSs 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. 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 4.
2.3 Changes in accounting policy and disclosures
(a) New and amended standards mandatory for the first time for the financial
periods beginning on or after 1 January 2024
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC
interpretations. The amendments and revisions were applicable for the year
ended 31 December 2024 but did not result in any material changes to the
financial statements of the Group or Company.
b) New standards, amendments and interpretations in issue but not yet
effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 10 (Amendments) Consolidated Financial Statements 1 January 2025
IAS 7 (Amendments) Statement of Cash Flows 1 January 2025
IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on 1 January 2025
implementing IFRS 7
IFRS 9 Financial Instruments 1 January 2025
The Group is evaluating the impact of the new and amended standards
above which are not expected to have a material impact on future Group
financial statements.
2.4 Basis of Consolidation
The Group financial statements consolidate the financial statements of Genflow
Biosciences Plc and the financial statements of all of its subsidiary
undertakings made up to 31 December 2024.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Where an entity does not have
returns, the Group's power over the investee is assessed as to whether control
is held. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
The Group applies merger accounting to account for the acquisition of
subsidiaries under common control. The consideration transferred for the
acquisition of a subsidiary is equal to the assets transferred without any
restatement to fair value, the liabilities incurred to the former owners of
the acquiree and the equity interests issued by the Group. The difference that
arises on consolidation is deducted from, or added to, reserves.
Acquisition-related costs are expensed as incurred unless they result from the
issuance of shares, in which case they are offset against the premium on those
shares within equity.
Investments in subsidiaries are accounted for at cost less impairment.
Inter-company transactions, balances, income and expenses on transactions
between group companies are eliminated. Profits and losses resulting from
intercompany transactions that are recognised in assets are also eliminated.
Where considered appropriate, adjustments are made to the financial
information of subsidiaries to bring the accounting policies used into line
with those used by other members of the Group. All intercompany transactions
and balances between Group enterprises are eliminated on consolidation.
2.5 Going Concern
The preparation of financial statements requires an assessment on the validity
of the going concern assumption. The Company successfully raised £0.7 million
(before expenses) through the allotment and issue of new ordinary shares
during the year ended 31 December 2024, and a further £0.4m in early 2025.
Further funding will be required by the Company in order to execute the
Group's research and development strategy and to continue to meet its
financial commitments. The Company has various funding options currently
available to it and is assessing their terms in order to select the option
which is most favourable to the Company and its shareholders. At 31 December
2024, the Group is in a net liability position totalling £403,008.
The Directors are of the opinion that the Company has adequate working capital
to execute its operations for the present time and expected to cover working
capital for a period which will allow for further fundraising. It is confident
in its ability to access additional financing over the next 12 months. The
Directors, therefore, have made an informed judgement, at the time of
approving these financial statements, that there is a reasonable expectation
that the Company has adequate resources to continue in operational existence
for the foreseeable future. As a result, the Directors have continued to adopt
the going concern basis of accounting in preparing the annual financial
statements, however, notes that, due to the timing of securing additional
funding, a material uncertainty related to going concern exists. This is not
uncommon with companies in the biotech sector in a similar stage of its
development to the Company.
2.6 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
Segment results, include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
2.7 Foreign Currencies
(a) Functional and presentation currency
Items included in the financial statements of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The functional currency of the
Company is Sterling, the functional currency of the US subsidiary is US
Dollars and the functional currency of the Belgian subsidiary is Euros. The
financial statements are presented in Pounds Sterling, rounded to the nearest
pound.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Income Statement.
(c) Group companies
The results and financial position of all the Group's entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position;
· income and expenses for each statement of comprehensive income
presented are translated at average exchange rates (unless this average is not
a reasonable approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are translated at the
dates of the transactions); and
· all resulting exchange differences are recognised in other
comprehensive income where material.
On consolidation, exchange differences arising from the translation of the net
investment in foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to occur in
the foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised in the
income statement as part of the gain or loss on sale.
2.8 Grant income recognition
Grant income is recognised within other operating income. Grants are
recognised as due to the Group when there is reasonable assurance that:
• the Group will comply with the conditions attached to the
payments; and
• the grants or contributions will be received.
Amounts recognised as due to the Group are credited to the Statement of
Comprehensive Income if the conditions attaching to the grant have been met.
Monies advanced as grants for which conditions have not been satisfied are
carried in the Balance Sheet as a creditor. Where the conditions to the grant
have been met but the grant income is yet to be received, a debtor will be
recognised equal to the submission made, accruing evenly over the period in
which the submission relates.
2.9 Research and development
Expenditure on research activities undertaken with the prospect of gaining new
scientific or technical knowledge and understanding is recognised in the
income statement as an expense as incurred. Development costs that are
directly attributable to the design and testing of identifiable and unique
products controlled by the Group are recognised as intangible assets where the
following criteria are met:
o It is technically feasible to complete the asset so that it will be
available for use;
o Management intends to complete the asset and use or sell it;
o There is an ability to use or sell the asset;
o It can be demonstrated how the asset will generate probable future
economic benefits;
o Adequate technical, financial and other resources to complete the
development and to use or sell the asset are available; and
o The expenditure attributable to the asset during its development can be
reliably measured.
Directly attributable costs that are capitalised as part of the asset include
the product development employee costs and an appropriate portion of relevant
overheads. Other development expenditures that do not meet these criteria are
recognised as an expense as incurred. Development costs previously recognised
as an expense are not recognised as an asset in a subsequent period.
2.10 Financial Assets
(a) Classification
The Group classifies its financial assets in the following categories: at
amortised cost including trade receivables and other financial assets at
amortised cost, at fair value through other comprehensive income and at fair
value through profit or loss, loans and receivables, and available-for-sale.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets
at initial recognition.
(b) Recognition and measurement
Amortised cost
Trade and other receivables are recognised initially at the amount of
consideration that is unconditional, unless they contain significant financing
components, in which case they are recognised at fair value. The group holds
the trade and other receivables with the objective of collecting the
contractual cash flows, and so it measures them subsequently at amortised cost
using the effective interest method.
The group classifies its 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 the contractual cash flows; and
· the contractual terms give rise to cash flows that are solely
payments of principle and interest.
(c) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are
90 days past due. However, in certain cases, the Group may also consider a
financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually occurs when
past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss. This is
the same treatment for a financial asset measured at fair value through profit
and loss.
2.11 Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group's financial liabilities
include trade and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Trade and other payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value, and subsequently
measured at amortised cost using the effective interest method.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
profit or loss and other comprehensive income.
2.12 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and are subject to
an insignificant risk of changes in value.
2.13 Taxation
Tax is recognised in the Income Statement, except to the extent that it
relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. Deferred income tax
is determined using tax rates (and laws) that have been enacted, or
substantially enacted, by the end of the reporting year and are expected to
apply when the related deferred income tax asset is realised, or the deferred
income tax liability is settled.
Deferred income 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 income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries, associates and joint arrangements
only to the extent that it is probable the temporary difference will reverse
in the future and there is sufficient taxable profit available against which
the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.
There has been no tax credit or expense for the period relating to current or
deferred tax.
2.14 Share Capital and reserves
Ordinary shares are classified as equity.
Share Premium - the reserve for shares issued above the nominal value. This
also includes the cost of share issues that occurred.
Retained Earnings - the retained earnings reserve includes all current and
prior periods retained profit and losses.
Other Reserves - consists of the following;
- Merger Reserve - represents the difference between the value of
shares issued by the Company in exchange for the value of shares acquired in
respect of the acquisition of subsidiaries.
- Foreign Currency Translation Reserve - represents the
translation differences arising from translating the financial statement items
from functional currency to presentational currency.
2.15 Earnings per share
Basic earnings per share is calculated by dividing:
- the profit attributable to owners of the company, excluding any
costs of servicing equity other than ordinary shares;
- by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares
issued during the year and excluding treasury shares (note 14).
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
- the after-income tax effect of interest and other financing
costs associated with dilutive potential ordinary shares; and
- the weighted average number of additional ordinary shares that
would have been outstanding, assuming the conversion of all dilutive potential
ordinary shares.
2.16 Share based payments
The Company has issued a number of warrants over its shares in exchange for
services from third-party suppliers and to investors who have participated in
equity placings. The fair value of the third-party suppliers' services
received in exchange for the grant of the warrants is recognised as an expense
in the Statement of Comprehensive Income or charged to equity depending on the
nature of the service provided. The fair value of the share warrants are
determined using the Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about the number of
warrants that are expected to vest. The total expense or charge is recognised
over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each reporting period,
the entity revises its estimates of the number of warrants that are expected
to vest based on the non-market vesting conditions. It recognises the impact
of the revision to original estimates, if any, in the Statement of
Comprehensive Income or equity as appropriate, with a corresponding adjustment
to a separate reserve in equity.
When the warrants are exercised, the Group issues new shares. The proceeds
received, net of any directly attributable transaction costs, are credited to
share capital (nominal value) and share premium when the options are
exercised.
3. Financial Risk Management
3.1 Financial Risk Factors
The Group's activities expose it to a variety of financial risks being market
risk (including, interest rate risk and currency risk), credit risk and
liquidity risk. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance.
Market Risk
(a) Foreign currency risks
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the Euro
against the UK pound. Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities and net investments in foreign
operations. The Parent Company sends funds to the operating subsidiary to fund
research and development and is at risk of being exposed to unfavourable
exchange rates. The Company mitigates this risk by buying Euros when exchange
rates are favourable and holding them in a designated foreign currency
account. The Company only issues loan funding to the subsidiary in Euros. The
Group negotiates all material contracts for activities in relation to its
subsidiary in Euros. The Directors will continue to assess the effect of
movements in exchange rates on the Group's financial operations and initiate
suitable risk management measures where necessary.
An analysis of the Group's net monetary assets by functional currency of the
underlying companies at the year-end is as follows:
Currency Total
GBP EUR USD
2024 2024 2024 2024
Currency of net monetary assets £ £ £ £
Pound Sterling 92,501 - - 92,501
Euro 1,848 179,959 - 181,807
US Dollar 3,389 985 - 4,374
At 31 December 2024 97,738 180,944 - 278,682
Currency Total
GBP EUR USD
2023 2023 2023 2023
Currency of net monetary assets £ £ £ £
Pound Sterling 244,487 - - 244,487
Euro 370 436,435 - 436,805
US Dollar 2,682 - - 2,682
At 31 December 2023 247,539 436,435 - 683,974
The table above indicates that the Company's primary exposure is to exchange
rate movements between UK Pound Sterling and the Euro. The table below shows
the impact of changes in exchange rates on the result and financial position
of the Company.
2024 2023
£ £
Pound Sterling 10% weakening against Euro (18,181) (43,681)
Pound Sterling 10% strengthening against Euro 18,181 43,681
Pound Sterling 20% weakening against Euro (36,361) (87,361)
Pound Sterling 20% strengthening against Euro 36,361 87,361
(b) Interest rate risk
As the Group has no borrowings, it is not exposed to interest rate risk on
financial liabilities. The Group's interest rate risk arises from its cash
held on short-term deposit, which is not significant.
Credit Risk
Credit risk arises from cash and cash equivalents as well as outstanding
receivables. The Group does not currently generate sales and any receivable
balances are granted after careful assessment by Management to ensure there is
a high chance of recoverability. Management does not expect any losses from
non-performance of these receivables.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk.
Liquidity Risk
The Group's continued future operations depend on the ability to raise
sufficient working capital through the issue of equity share capital or debt.
The Directors are reasonably confident that adequate funding will be
forthcoming with which to finance operations. Controls over expenditure are
carefully managed. See note 2.5 for further details on going concern and
liquidity.
3.2 Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, in order to provide returns for
shareholders and to enable the Group to continue its research and development
activities. The Group has no debt at 31 December 2024 and defines capital
based on the total equity of the Company. The Group monitors its level of cash
resources available against future planned operational activities and the
Company may issue new shares in order to raise further funds from time to
time.
4. Critical Accounting Estimates and Judgements
The preparation of the Group financial statements in conformity with IFRSs
requires Management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of
expenses during the year. Actual results may vary from the estimates used to
produce these financial statements.
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 significant items subject to such estimates and assumptions are as
follows;
Research and development
IAS 38 Intangible Assets requires management to differentiate between research
and the development phase of R&D activities and their related costs. In
accordance with IAS 38, an intangible asset arising from development shall be
recognised if, and only, if, an entity can demonstrate certain criteria. The
Board continually monitor its activities against the prescribed criteria to
determine the point in which the Group would enter the development phase of
its activities. The entity is currently in the phases of formulation, design
and evaluation of its product and therefore management are confident that the
entity is in the research phase. As a result, any expenditure arising from
R&D activities are expensed in the Statement of Comprehensive Income.
These assumptions have been described in more detail in Note 6.
Intercompany loans
In the prior year management assessed the recovery profile of the Parent
Company loans granted to subsidiaries and noted the research and development
timetable would mean that repayment of the amounts loaned would not commence
in the short to medium term and accordingly the loans were considered to not
be repayable and have been classified as an investment in subsidiary. The
determination of the assumptions is subjective and requires the exercise of
considerable judgement about the outcome of research and development activity,
probability of technical and regulatory success, amount and timing of
projected future cash flow or changes in market conditions. Any changes in key
assumptions could materially affect whether an impairment exists. Several
factors such as Genflow BE receiving positive feedback from regulatory
agencies and successful patent applications give management comfort that no
impairment indicators exist. These assumptions have been described in more
detail in Note 9.
5. Segmental Information
As at 31 December 2024, the Group operates in two geographical areas, the UK
and Belgium. The Parent Company operates in one geographical area, the UK.
Activities in the UK are mainly administrative in nature whilst activities in
Belgium relate to research and development. The US entity is dormant. The
reports used by the chief operating decision maker are based on these
geographical segments.
Belgium UK US Total
2024 £ £ £ £
Other operating income 320,471 - - 320,471
Administrative expenses (1,254,901) (649,844) (2,961) (1,907,706)
Loss from operations per reportable segment (934,430) (649,844) (2,961) (1,587,235)
Reportable segment assets 218,086 166,867 955 385,908
Reportable segment liabilities 716,609 72,307 - 788,916
Restated Belgium UK US Total
2023 £ £ £ £
Other operating income 169,854 - - 169,854
Administrative expenses (1,316,340) (713,859) - (2,030,199)
Loss from operations per reportable segment (1,146,486) (713,859) - (1,860,345)
Reportable segment assets 771,258 297,001 - 1,068,259
Reportable segment liabilities 454,946 117,014 - 571,960
Expenses by Nature
Group
31 December 2024 Restated
31 December 2023
£ £
Directors' fees 325,793 362,312
Directors' pensions 1,306 1,093
Directors' social security contributions 19,653 14,945
Fees payable to the Company's auditors for the audit of the Parent Company and 57,500 53,285
group financial statements
Professional, legal and consulting fees 188,522 215,971
PR and marketing 97,049 106,819
Accounting related services 6,551 7,839
Insurance 22,347 22,476
Office and administrative expenses 16,310 18,897
IT and software services 7,893 5,828
Travel and entertainment 6,403 23,830
Research and development costs 1,151,461 1,191,954
Other expenses 5,714 3,916
Depreciation 1,204 1,034
Total administrative expenses 1,907,706 2,030,199
6. Employees
The average monthly number of employees, including Directors, during the year
was 5 (2023: 5). There were no employees during the year other than the
Directors. See the Remuneration and Nomination Committee Report on page 25 for
details of remuneration paid to Directors serving during the year.
7. Taxation
Group Company
Tax recognised in profit or loss 2024 2023 2024 2023
£ £ £ £
Current tax - - - -
Deferred tax - - - -
Total tax charge in the Statement Of Comprehensive Income - - - -
The tax on the Group's loss differs from the theoretical amount that would
arise using the weighted average tax rate
applicable to the losses of the consolidated entities as follows:
Group 2024 Restated
2023
£ £
Loss before tax (1,587,235) (1,860,345)
Tax at the weighted average rate of 23.7% (Company: 25%) (375,646) (437,181)
Expenditure not deductible for tax purposes 301 40,754
Net tax effect of losses carried forward on which no deferred tax asset is 375,345 396,427
recognised
Income tax for the year - -
The weighted average applicable tax rate of 23.7% used is a combination of the
standard rate of corporation tax in the 25% of UK corporation tax, 21% US
corporation tax and 25% Belgian corporation tax.
The Group has accumulated tax losses of approximately £3,951,378 (2023
restated: £3,576,033) and the Company had accumulated tax losses of
approximately £2,164,897 (2023: £2,002,436) available to carry forward
against future taxable profits. A deferred tax asset has not been recognised
because of uncertainty over future taxable profits against which the losses
may be utilised.
8. Investment in Subsidiary Undertakings
Company
2024 2023
£ £
Shares in subsidiary undertakings
At beginning of the period 770,187 1,058,266
Additions to investments - -
Additions to loans 99,183 763,346
Loan reassignment - (1,116,367)
Loans receivable - 64,942
At period end 869,370 770,187
During the year, £96,251 (2023: £143,428) was loaned by the Company to
Genflow Biosciences Srl and £Nil (2023: £Nil) was repaid. Also during the
year, £2,932 (2023: £684,860) was loaned by the Company to Genflow
Biosciences Inc.
Investments in Group undertakings are stated at cost less impairment.
Details of subsidiaries at 31 December 2024 are as follows:
Name of subsidiary Country of incorporation Share capital held by Group Share capital held by Company Principal activities
Registered office address
Genflow Biosciences Inc. United States £20,383 100% Dormant Harvard Square, One Miffin Place #400, Cambr idge, MA 02138
Genflow Biosciences SRL Belgium £684,183 100% Research and development Rue Auguste Piccard 48 6041 Gosselies
Trade and Other Receivables
Group Company
2024 2023 2024 2023
£ £ £ £
VAT receivable 31,757 36,278 195 6,337
Prepayments 68,653 41,041 66,850 41,041
Other receivables 4,749 306,966 2,084 2,084
Amounts owed by Group companies - - 192,168 94,876
105,159 384,285 261,297 144,338
Included in the 2023 other receivables is £303,791 due from the Wallonia
Region of Southern Belgium in respect of an R&D grant awarded to Genflow
Biosciences SRL. The balance was received in full in early 2024.
Trade and other receivables are all due within one year. The fair value of all
receivables is the same as their carrying values stated above. These assets,
excluding prepayments, are the only form of financial asset within the Group,
together with cash and cash equivalents. There are no trade receivables
therefore an ageing analysis has not been provided.
The carrying amounts of the Group's trade and other receivables are
denominated in the following currencies:
Group Company
2024 2023 2024 2023
£ £ £ £
UK Pounds 69,129 49,462 261,297 144,338
Euros 35,075 333,881 - -
US Dollars 955 942 - -
Current receivables 105,159 384,285 261,297 144,338
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above. The Group does not hold any
collateral as security. All trade and other receivables are considered fully
recoverable and performing.
9. Cash and Cash Equivalents
Group Company
2024 2023 2024 2023
£ £ £ £
Cash at bank and in hand 278,682 683,974 97,738 247,539
The Group's cash is held with facilities with an A credit rating.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
Group Company
2024 2023 2024 2023
£ £ £ £
UK Pounds 92,501 244,487 92,501 246,744
Euros 182,792 436,805 1,848 370
US Dollars 3,389 2,682 3,389 425
Cash at bank and in hand 278,682 683,974 97,738 247,539
Trade and Other Payables
Group Company
2024 Restated 2024 2023
£ 2023 £ £
£
Trade payables 368,897 480,917 16,610 52,480
Other payables 17,243 31,029 3,197 9,717
Deferred income 330,474 - - -
Accrued expenses 72,302 60,014 52,500 54,817
788,916 571,960 72,307 117,014
Included in deferred income as at 31 December 2024 is £330,474 in relation to
grant income received in advance, which does not yet meet the Group's grant
income recognition criteria.
All trade and other payables are due for payment within twelve months of the
year end. Trade payables are settled within normal commercial terms, usually
between 30-60 days.
The carrying amounts of the Group and Company's trade and other payables are
denominated in the following currencies:
Group Company
2024 Restated 2024 2023
£ 2023 £ £
£
UK Pounds 72,307 117,014 72,307 117,014
Euros 716,609 454,946 - -
Current payables 788,916 571,960 72,307 117,014
Financial Instruments by Category
31 December 2024 Restated
31 December 2023
Group At amortised cost Total At amortised cost Total
Assets per Statement of Financial Position
Trade and other receivables (excluding prepayments) 36,506 36,506 343,244 343,244
Cash and cash equivalents 278,682 278,682 683,974 683,974
Total 315,188 315,188 1,027,218 1,027,218
Liabilities per Statement of Financial Position
Trade and other payables 778,916 778,916 571,960 571,960
Total 778,916 778,916 571,960 571,960
31 December 2024 31 December 2023
Company At amortised cost Total At amortised cost Total
Assets per Statement of Financial Position
Trade and other receivables (excluding prepayments) 194,447 194,447 103,297 103,297
Cash and cash equivalents 97,738 97,738 247,539 247,539
Total 292,185 292,185 350,836 350,836
Liabilities per Statement of Financial Position
Trade and other payables 72,307 72,307 117,014 117,014
Total 72,307 72,307 117,014 117,014
Share Capital and Share Premium
Issued share capital
Company Number of shares Ordinary shares Share premium Total
£ £ £
At 1 January 2023 292,506,618 87,752 4,190,900 4,278,652
At 31 December 2023 292,506,618 87,752 4,190,900 4,278,652
At 1 January 2024 292,506,618 87,752 4,190,900 4,278,652
Issue of new shares - 9 April 2024 57,200,000 17,160 697,840 715,000
Cost of Capital - 9 April 2024 - - (58,365) (58,365)
At 31 December 2024 349,706,618 104,912 4,830,375 4,935,287
On 9 April 2024, the Company issued and allotted 57,200,000 new Ordinary
Shares at a price of 1.25 pence per share, for gross proceeds of £715,000.
10. Other reserves
Group Foreign currency translation differences Merger reserve Share option reserve Total
£ £ £ £
At 31 December 2022 61,093 170,248 - 231,341
Currency translation differences (11,853) - - (11,853)
As at 31 December 2023 49,240 170,248 - 219,488
Currency translation differences 5,418 - - 5,418
As at 31 December 2023 - Restated 54,658 170,248 - 224,906
Currency translation differences 20,934 - - 20,934
Options granted - - 6,965 6,965
As at 31 December 2024 75,592 170,248 6,965 252,805
Share based payments
Share warrants
Share warrants outstanding and exercisable at the end of the period have the
following expiry dates and exercise prices:
Warrants
Grant Date Expiry Date Exercise price in £ per share 31 December 2024 31 December 2023
4 April 2024 4 April 2027 0.02 27,860,000 -
27,860,000 -
The Company and Group have no legal or constructive obligation to settle or
repurchase the options or warrants in cash.
The fair value of the share warrants was determined using the Black Scholes
valuation model. The parameters used are detailed below:
2024 Warrants
Granted on: 04/04/2024
Life (years) 4 years
Exercise price (pence per share) 2p
Risk free rate 3.99%
Expected volatility 34.16%
Expected dividend yield -
Marketability discount 20%
Total fair value (£000) 7
The expected volatility of the 2024 warrants has been calculated based on
volatility for the six months of trading before issue. The risk-free rate of
return is based on zero yield government bonds for a term consistent with the
warrant life.
Only those warrants issued to third-party suppliers in lieu of services have
been valued.
A reconciliation of warrants granted over the year to 31 December 2024 is
shown below:
2024 2023
Number Weighted average exercise price (£) Number Weighted average exercise price (£)
Outstanding at beginning of period - - - -
Granted 27,860,000 0.02 - -
Outstanding as at period end 27,860,000 0.02 - -
Exercisable at period end 27,860,000 0.02 - -
2024 2023
Range of exercise prices (£) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years)
0 - 0.05 0.02 27,860,000 2.66 2.66 - - - -
During the period there was a charge of £nil (2023: £nil) in respect of
share warrants to the profit and loss.
11. Earnings per Share
The calculation of the total basic loss per share of 0.475 pence (2023
restated: 0.636 pence) is based on the loss attributable to equity owners of
the group of £1,587,235 (2023 restated: £1,860,345) and on the weighted
average number of ordinary shares of 334,460,024 (2023: 292,506,618) in issue
during the year.
In accordance with IAS 33, basic and diluted earnings per share are identical
as the effect of the exercise of share options or warrants would be to
decrease the loss per share.
12. Commitments
As at 31 December 2024, the Company had no commitments.
13. Related Party Transactions
Company
During the year, £96,251 (2023: £143,428) was loaned by the Company to
Genflow Biosciences Srl and £Nil (2023: £Nil) was repaid.
Also during the year, £2,932 (2023: £684,860) was loaned by the Company to
Genflow Biosciences Inc.
During the period, the Company charged Genflow Biosciences Srl management fees
totalling £97,292 in respect of administration costs and salaries.
14. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
15. Events after the Reporting Date
On 10 April 2025, the Company raised £434,083 (before expenses) by issuing
41,341,324 Ordinary Shares of £0.0003 each at a price of 1.05p.
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