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RNS Number : 6389C Genflow Biosciences PLC 30 April 2026
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30 April 2026
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 2025. 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.
2025 Highlights
· Dog aging program reached major clinical milestone: Proof-of-concept
study initiated in March 2025 and dosing phase completed in December with no
adverse events observed; CDAs were signed with leading animal health companies
to explore potential commercial partnerships, with additional confidential
agreements signed in 2026.
· MASH (GF-1002) advanced toward clinical readiness: Program
repositioned to target advanced fibrosis; successful GMP production test
completed with higher-than-expected yield; pivotal studies initiated to
support CTA filing; €4m non-dilutive Wallonia grant reaffirmed, with first
tranche slated for May 2026.
· Strengthened global intellectual property position: SIRT6 patent
family expanded through publications across Europe, China, and Japan,
supporting long-term protection of the platform.
· Expanded platform and development capabilities: MSA signed with CER
Groupe to support pre-IND development in a GxP-compliant environment; AI
partnership with Heureka Labs established to enhance genomic analysis and
therapeutic design.
· 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
Chairperson's Report
Dear Shareholders,
Introduction
I am pleased to present an update to shareholders of Genflow Biosciences Plc
("Genflow" or the "Company") on our performance for 2025.
As at 31 December 2025, Genflow has delivered a period of significant
operational and strategic progress across both its Human Health and Animal
Health divisions, advancing our mission to extend health span through our
proprietary SIRT6 centenarian-based gene therapy platform. The period has been
characterised by meaningful clinical, scientific, financial, and intellectual
property achievements, reinforcing our confidence in the strength of our
platform and our commitment to delivering long-term shareholder value.
Animal Health: Canine Clinical Trial Progressing as Planned
Our ongoing SLAB (Sarcopenia and Longevity in Aged Beagles) clinical trial
targeting health span and sarcopenia, conducted in partnership with Syngene,
continues to progress according to plan. This randomized, blinded,
controlled study includes 28 beagle dogs aged 10 years and older, with
treatment cohorts having receiving three different modalities of SIRT6 gene
therapy. We are encouraged by interim clinical data from the study, received
in early 2026, with all dogs continuing to be monitored and evaluated and
completion expected by the end of July 2026.
These early findings support the biological rationale for SIRT6-based
interventions in ageing canine populations and provide valuable translational
insights for our broader human health pipeline, particularly in sarcopenia. In
parallel, we have initiated preliminary partnering discussions with leading
animal health companies, reflecting growing industry interest in this
programme and its commercial potential.
Human Health Pipeline
Our human health pipeline spans metabolic dysfunction-associated
steatohepatitis (MASH), sarcopenia, Werner syndrome, and ophthalmology. During
the period, we made notable progress across several of these programmes.
In ophthalmology, we formally initiated our glaucoma programme in
collaboration with IRIS Pharma, a leading contract research organisation
specialising in ocular pharmacology. This partnership represents an important
step in translating our preclinical SIRT6 findings into a structured drug
development programme focused on optic nerve neuroprotection. While current
glaucoma treatments primarily target intraocular pressure, they do not prevent
retinal ganglion cell loss. Our approach, supported by preclinical evidence of
SIRT6-mediated neuroprotection, has the potential to deliver disease-modifying
benefits in a global market valued at approximately USD 9 billion.
In sarcopenia, we have continued to advance the programme aimed at combating
age-related muscle loss, leveraging translational data generated from our
canine studies to strengthen the foundation for future clinical development.
This remains a strategically important programme given the significant unmet
medical need and the absence of approved pharmacological therapies.
Delivery Technology: Transition to LNP/mRNA Platforms
A key strategic milestone during the year was the transition from AAV-based
delivery systems to LNP/mRNA technologies, enabled through collaborations with
leading LNP technology partners.
This shift represents a meaningful advancement in our delivery approach.
LNP/mRNA platforms offer enhanced manufacturability, a well-established safety
profile supported by approved vaccines and therapeutics, and the potential for
repeat dosing-an important advantage in the treatment of chronic, age-related
conditions. These collaborations position Genflow to access best-in-class
delivery solutions and accelerate clinical translation across our pipeline.
Intellectual Property: Advancement to National Phase
We have made significant progress in advancing our core patent portfolio into
the national phase across multiple jurisdictions. This milestone strengthens
our global intellectual property position and underpins the long-term
commercial value of the Genflow platform. Expanding patent protection in key
territories enhances our freedom to operate and ensures robust protection of
our proprietary SIRT6 centenarian innovations as we advance towards
clinical-stage development.
Funding
In October 2024, we received official confirmation from the Wallonia region of
€4,026,525 in non-dilutive funding to support the continued development of
our lead gene therapy candidate, GF-1002, for the treatment of Metabolic
Associated Steatohepatitis (MASH). The Wallonia region's financial support
highlights the growing recognition of Genflow's innovative work in gene
therapy. The first tranche of this payment was received early 2026.
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 three placings and
subscriptions raising a total of £1,374,084 (before expenses) during 2025.
The Company completed a further fund raise in March 2026 totalling £800,000
(before expenses), in order to support the advancement of the Company's
scientific programs and to provide sufficient cash runway, enabling the
Company to engage in potential future licensing negotiations from a strong
position.
This continued financial support reflects both the strength of our pipeline
and the confidence of our investor base in Genflow's strategic direction. The
Company remains debt-free.
Financial Overview
As at 31 December 2025, the Group had cash reserves of £111,792 (2024:
£278,682) and was debt free.
Group administration expenses for the 2025 year totalled £2,003,171 (2024:
£1,907,706) which consisted of professional, legal and consulting fees of
£298,479 (2024: £188,522) and PR and marketing costs of £92,891 (2024:
£97,049). Expenditure on research and development was £1,110,486 for the
year (2024: £1,151,462), all of which has been recognised as an expense due
to the Group being in the research phase.
During the year ended 31 December 2025, the Company recognised grant income of
£585,607 (2024: £320,471) relating to the three 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 2024 in relation to the research grants will be
recognised as grant income when the corresponding expenditure has been
incurred. In addition, €303,212 (£264,352) of accrued income has been
recognised in the year against current year R&D expenditure.
Other comprehensive Income was charged with a translation loss of £38,911
(2024: £20,934) upon converting the subsidiary's results for the year since
acquisition to GBP.
Forward look
Looking ahead, Genflow enters the next phase of development with a
strengthened platform, a diversified and advancing pipeline, and enhanced
delivery and intellectual property capabilities.
Our key priorities include completing the ongoing canine clinical trial and
leveraging the resulting translational data, advancing the glaucoma programme
with IRIS Pharma towards preclinical proof-of-concept, progressing the
sarcopenia programme towards clinical readiness, and expanding our LNP/mRNA
collaboration framework.
By combining scientific excellence with disciplined capital allocation, we
believe Genflow is well positioned to deliver sustainable value for all
stakeholders.
On behalf of the Board, I would like to thank our shareholders, partners, and
employees for their continued support as we work to translate SIRT6 science
into therapies that improve lives.
Gad Berdugo
Non-Executive Chairperson
30 April 2026
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 lipid nanoparticles ("LNP") vectors to deliver
copies of a SIRT6 gene variant found in Centenarians.
Research and Development Update
The year ended 31 December 2025 represents a watershed period for Genflow
Biosciences. Our two most advanced human health programmes - MASH (GF-1002)
and Sarcopenia (GF-1005) - delivered substantive scientific milestones, while
two strategically important new work programmes were formally initiated: a
glaucoma programme in ophthalmology and an animal health canine trial.
Together, they extend the reach of our proprietary SIRT6 centenarian platform
and materially broaden the pipeline's risk-adjusted value.
Underlying all of this progress is a platform decision of enduring
significance: the transition of our gene delivery technology from
adeno-associated virus (AAV) to messenger RNA formulated in lipid
nanoparticles (mRNA/LNP). This transition, described in detail below,
strengthens the scientific, clinical, and commercial foundations of every
programme in our portfolio and positions Genflow as a next-generation
therapeutic company aligned with the most clinically validated delivery
technology in modern medicine.
Platform Technology: The Strategic Transition to mRNA/LNP Delivery
The decision to migrate from AAV-based delivery to mRNA formulated in lipid
nanoparticles (LNP) is the single most consequential scientific and strategic
development of the year. It affects every human health programme in our
pipeline and substantially improves the clinical and commercial prospects of
the Company.
Why AAV was a constraint
Adeno-associated virus vectors have been widely used in gene therapy for their
ability to transduce cells effectively. However, they carry a fundamental
biological limitation that is particularly acute in chronic and degenerative
disease: immunogenicity. After a first administration, the immune system
generates antibodies against the AAV capsid that neutralise subsequent doses.
In practice, this means AAV therapies are one-shot treatments - re-dosing is
precluded. For diseases such as MASH, sarcopenia, and glaucoma, where the
therapeutic effect of transient gene expression must be maintained over time,
this constraint is not merely inconvenient; it is clinically disqualifying.
Why mRNA/LNP is the right solution
mRNA/LNP platforms circumvent these limitations entirely. The mRNA molecule
does not integrate into the genome, is expressed transiently, and is cleared
naturally by the cell - meaning repeat administration is immunologically
feasible and clinically established. The LNP delivery vehicle has been
validated at unprecedented scale through approved mRNA vaccines and therapies,
giving regulators and investors a mature and well-characterised safety and
manufacturing dataset to draw upon.
The advantages of this platform transition are broad and compounding:
• Re-administrability: Patients can receive repeat dosing as
clinically required, enabling sustained therapeutic benefit across chronic
disease indications - a fundamental requirement that AAV cannot meet.
• Improved safety profile: The absence of genomic integration
eliminates the theoretical risk of insertional mutagenesis. mRNA is degraded
by endogenous cellular machinery within days of administration, providing a
pharmacologically controllable and reversible mechanism of action.
• Superior manufacturability and cost: mRNA synthesis and LNP
formulation are amenable to highly scalable, cell-free production processes.
Manufacturing timelines are shorter, batch-to-batch reproducibility is higher,
and cost of goods is substantially lower than viral vector production -
factors that directly support commercial viability and out-licensing
economics.
• Regulatory precedent and acceptance: Multiple mRNA/LNP products
have received regulatory approval globally. The pathways are established, the
analytical frameworks are defined, and the regulatory dialogue is more
predictable than for novel viral vectors. This materially de-risks Genflow's
path to IND and beyond.
• Platform versatility: The same LNP formulation architecture can
be adapted across multiple therapeutic payloads and target tissues - enabling
Genflow to leverage investment in CMC and analytical development across its
entire pipeline, generating economies of scale unavailable under a AAV-based
approach.
This transition has been secured through collaborations with top-tier LNP
technology companies, ensuring that Genflow has access to best-in-class
formulation expertise and intellectual property. The CMC development programme
is fully structured around the mRNA/LNP architecture, from IVT optimisation
and mRNA process development through to LNP formulation screening, analytical
characterisation, and stability studies.
MASH - GF-1002
GF-1002 is Genflow's lead human health asset and the programme that best
exemplifies our platform's potential to address high-value, high-unmet-need
indications. During 2025, we progressed into the pre-IND phase of preclinical
development, a milestone that marks the transition from exploratory science to
structured regulatory-grade development.
Disease context and commercial opportunity
MASH has undergone a significant market restructuring following the recent
approvals of GLP-1 receptor agonists and resmetirom for earlier-stage disease.
Approximately two-thirds of the MASH population now has access to approved
therapies. However, for the remaining one-third, those with advanced fibrosis
and cirrhosis, no approved pharmacological option exists beyond liver
transplantation. This is the population Genflow is targeting with GF-1002.
The commercial rationale is compelling. Advanced MASH is a smaller but highly
concentrated patient population with extreme disease severity, high
willingness to pay, and a near-total absence of alternatives. It represents a
premium pricing environment for a disease-modifying therapy, with the
additional strategic benefit that success in advanced disease naturally
supports line extension into earlier-stage prevention of HCC and fibrosis
progression.
Scientific rationale for SIRT6c in MASH
SIRT6 is a nuclear deacylase with well-documented roles in regulating lipid
and glucose metabolism, suppressing hepatic inflammation, and attenuating
fibrogenic signalling. In centenarian individuals, variants of SIRT6
demonstrate enhanced enzymatic activity compared to the common form,
conferring a greater capacity to counteract the metabolic dysregulation that
drives MASH progression. GF-1002 delivers the centenarian form of SIRT6
(SIRT6c) to hepatocytes, where it acts on multiple pathways simultaneously:
reducing lipotoxicity, suppressing pro-inflammatory cytokine signalling, and
inhibiting the activation of hepatic stellate cells that drive fibrosis.
The transition to mRNA/LNP delivery is particularly advantageous for GF-1002.
LNPs exhibit strong natural hepatotropism, they are taken up preferentially by
the liver following systemic administration, making them ideally suited to a
hepatic indication without the need for complex targeting engineering. This
biological tropism reduces off-target exposure and supports a favourable
therapeutic window.
Regulatory pathway and next steps
The pre-IND programme is structured to generate the safety, efficacy,
biodistribution, and CMC data required to support an Investigational New Drug
application. Prior to initiating GMP manufacturing, Genflow will ensure full
regulatory compliance across all dossier components, including a complete
Module 3.2 CMC package and the non-clinical pharmacology and toxicology
dataset, to reinforce confidence among partners, investors, and regulatory
agencies. Our ambition is to be positioned to initiate the first
proof-of-concept clinical study in MASH patients within the planned programme
timelines.
Sarcopenia - GF-1005
Our sarcopenia programme is advancing with increasing scientific momentum and
represents one of the most strategically attractive opportunities in our
portfolio. Age-related muscle loss, sarcopenia, affects an estimated 10-20% of
adults over 60 worldwide, with prevalence rising sharply beyond 70. It is
associated with falls, fractures, metabolic deterioration, and loss of
independence, generating enormous healthcare costs. No approved
pharmacological therapy exists, making this a genuinely open field for a
first-mover with mechanistic credibility.
Scientific approach: targeting mitochondrial dysfunction
The scientific focus of GF-1005 is the restoration of mitochondrial health in
skeletal muscle as the primary mechanism for reversing sarcopenic decline.
Mitochondrial dysfunction is increasingly recognised as a central, causative
driver of sarcopenia, not merely a correlate. Impaired mitochondrial
biogenesis, elevated reactive oxygen species, and defective mitophagy
collectively compromise the energy economy of muscle cells, accelerating
atrophy and impairing regenerative capacity.
SIRT6 plays a critical role in mitochondrial regulation: it modulates the
expression of PGC-1α, the master regulator of mitochondrial biogenesis, and
suppresses oxidative stress pathways that damage mitochondrial membranes. By
delivering the centenarian variant of SIRT6, with its enhanced enzymatic
activity, directly to muscle progenitor cells, GF-1005 aims to restore the
mitochondrial capacity of ageing muscle at its cellular source.
Current programme status
The loading of myoblast progenitor cells (myoblasts) with centSIRT6 is
currently underway in active collaboration with our academic partner, the
Université libre de Bruxelles (ULB). Myoblasts, the stem-like precursors of
mature muscle fibres, represent an ideal therapeutic target: they retain
proliferative capacity and, when appropriately stimulated, generate new,
functional muscle tissue. Delivery of centSIRT6 to this population offers the
prospect of durable, regeneration-based benefit rather than merely symptomatic
relief.
The translational data generated through our parallel canine sarcopenia
clinical trial (described below) is directly informing the design of future
human preclinical studies, providing a uniquely rich cross-species dataset to
support the biological hypothesis and the dosing rationale for GF-1005.
Ophthalmology - GF-1006 (Glaucoma)
During 2025, Genflow formally initiated its glaucoma programme in
collaboration with IRIS Pharma, a leading contract research organisation with
deep expertise in ocular pharmacology and regulatory strategy for ophthalmic
indications. This partnership provides Genflow with access to specialist
preclinical infrastructure and a structured path to regulatory-grade data
generation.
The unmet need and our differentiated approach
Glaucoma is the leading cause of irreversible blindness globally, affecting
over 80 million people. Current standard-of-care treatments, predominantly
prostaglandin analogues and beta-blockers, focus exclusively on reducing
intraocular pressure (IOP). While effective at slowing progression in some
patients, IOP reduction does not prevent the continued degeneration of retinal
ganglion cells (RGCs) and the optic nerve, which is the process that
ultimately produces blindness. A significant proportion of patients continue
to lose vision despite well-controlled IOP.
Genflow's approach offers a fundamentally different and potentially
transformative therapeutic proposition. Preclinical evidence demonstrates that
SIRT6 overexpression protects retinal ganglion cells from apoptosis and
preserves optic nerve structural integrity, acting through mechanisms distinct
from IOP modulation. This positions GF-1006 as a potential neuroprotective
therapy , the first of its kind, that could be used adjunctively with existing
IOP-lowering treatments or as a standalone disease-modifying agent in
pressure-independent disease. The global glaucoma therapeutics market is
valued at approximately USD 9 billion and is projected to reach USD 12-14
billion by the early 2030s, driven by ageing demographics and the inadequacy
of current treatment paradigms.
Delivery technology advantage
The eye is an immunologically privileged site with specific requirements for
delivery vehicle design. The mRNA/LNP platform, adapted for ocular
administration through GF-1006's non-viral vector architecture, offers
significant advantages over AAV in this context: it avoids the immune-mediated
inflammatory responses that limit AAV re-dosing in the vitreous and subretinal
space, and it allows for a controlled, transient duration of expression
appropriate for ongoing therapeutic management of a chronic degenerative
condition.
Animal Health: Canine Clinical Trial
Complementing our human health programmes, Genflow is pioneering the
application of SIRT6-based gene therapy in veterinary medicine. Our canine
healthspan and sarcopenia clinical trial, conducted in partnership with the
independent CRO Syngene, involves 28 beagle dogs aged 10 years and older
treated with SIRT6cent, our naked DNA construct optimised for companion animal
use.
The trial continues to progress according to plan. Interim clinical data are
encouraging, supporting the biological rationale for SIRT6-based intervention
in ageing canine populations. The endpoints, focused on muscle function, body
composition, and broader healthspan indicators, are generating a translational
dataset of direct relevance to our human sarcopenia programme, where analogous
mechanisms of age-related muscle decline operate.
Beyond its scientific value, the animal health programme has attracted
meaningful commercial interest: we have initiated confidential discussions
with several leading animal health companies under CDA, reflecting growing
industry recognition of the opportunity to address age-related decline in
companion animals - a market that has expanded rapidly as pet ownership
deepens and owners increasingly seek advanced veterinary interventions. The
companion animal health sector represents a commercially attractive and
near-term revenue opportunity that complements our longer-cycle human health
development activities.
Outlook for 2026
Genflow enters 2026 with a strengthened scientific platform, a broader and
more de-risked pipeline, and a delivery technology infrastructure that is well
aligned with the direction of the field. Our near-term priorities are as
follows:
• GF-1002 (MASH): Complete the pre-IND CMC and non-clinical
package and advance toward IND filing and first-in-patient proof-of-concept
study.
• GF-1005 (Sarcopenia): Progress myoblast loading studies with ULB
and design a formal preclinical efficacy programme informed by canine trial
data.
• GF-1006 (Ophthalmology/Glaucoma): Advance the IRIS Pharma
collaboration toward preclinical proof-of-concept data in established retinal
ganglion cell protection models.
• Animal Health: Complete the canine trial, generate full efficacy
dataset, and progress partnering discussions with leading animal health
companies.
• LNP/mRNA Platform: Continue to expand our collaborative
framework with top-tier LNP technology companies to support manufacturing
scale-up and cross-programme efficiency.
• Intellectual Property: Continue national phase prosecution
across key geographies and expand the patent estate in line with new programme
developments.
We are confident that 2026 will be a year of further, tangible milestones -
advancing Genflow toward its ultimate purpose: delivering therapies that
extend healthy life for patients with age-related and degenerative diseases.
Intellectual Property
During 2025, Genflow advanced its core patent estate to national phase in
multiple key geographies, including Europe and Japan. National phase entry
across major jurisdictions strengthens our freedom to operate and our ability
to protect the innovations central to each of our programmes as they progress
toward clinical-stage development.
In October 2025, the Company filed a second European patent application titled
"SIRT6 Variant for NASH". In April 2026, the Company filed another patent
application entitled "Variants of Sirtuin 6 for the Treatment of Muscular
Diseases.".
The breadth of our IP position, spanning the centenarian SIRT6 variant itself,
its delivery formulations, and its therapeutic applications across multiple
disease indications, represents a significant barrier to competition and a
material contributor to Genflow's licensing and partnership value proposition.
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 with NASH. In March
2026, the Company confirmed receipt of the first instalment in respect of the
three-year development programme totalling €304,587.
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 available to be drawn upon, subject to the satisfaction of certain
conditions. Half of the total grant was received by Genflow BE in 2024, and
the remaining balance is due to be received in 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.
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 certain SAB member's remuneration was settled in Ordinary Shares in
the Company.
Organisational Progress
Since incorporation, the Company has made 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 19.
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
2025 2024
Female Male Female Male
Non-executive Director 1 3 1 3
Executive Director - 1 - 1
In 2025, 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.
Gad Berdugo was appointed as Non-Executive chairperson in January 2026
therefore, has not been included within the above.
Roles by ethnicity
As at the date of this report, one sixth of the Company's board is formed of
individuals from ethnic 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.
2025 2024
Cash and cash equivalents 111,792 278,682
Interaction with health authorities 1 1
Intellectual property held 5 4
In vivo data for targeted indication (Werner) 3 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 2025 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.
· Obtain patent granted in several geographies
· 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.
· 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.
· Analyse data from at completion of the clinical trial in aged
dogs is conducted in Morocco by our partner CRO, Syngene. Use this data as
proof of concept to set up a development partnership or a sale to an Animal
health company.
· Apply new sarcopenia data from dog clinical trial to refine our
human sarcopenia program.
· Initiate pivot from AAV delivery technology to mRNA LNP for
SIRT6c delivery to the eye, liver and muscle.
· Initiate proof of concept trial in a glaucoma rat model to
demonstrate preservation of the retina.
· 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 19 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 2026
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 Grants, 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
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.
Directors' Report
The Directors present their Report, together with the Group financial
statements and Independent Auditor's Report, for the year ended 31 December
2025.
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 12.
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 2025 from continued
operations amounts to £1,417,564 (2024: £1,587,235).
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:
Gad Berdugo (appointed 14 January 2026)
Eric Leire
Tamara
Joseph
Peter King-Lewis
Guy-Charles Fanneau De La
Horie
Yassine
Bendiabdallah
Directors' Interests
The Directors, who served during the year ended 31 December 2025, had the
following beneficial interests in the shares of the Company at year end:
Director 31 December 2025 31 December 2024 As at the date of this report
Ordinary Shares Options Ordinary Shares Options Ordinary Shares Options
Eric Leire ((1)) 131,060,453 - 124,414,999 - 132,026,242 -
Yassine Bendiabdallah 1,270,500 - 1,270,500 - 1,270,500 -
Peter King-Lewis 1,182,000 - 1,182,000 - 1,182,000 -
Guy-Charles Fanneau De La Horie 1,100,000 - 1,100,000 - 1,100,000 -
Tamara Joseph 800,000 - 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 2026, 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 132,026,242 26.75%
Jonathan Mark Swann 55,861,278 11.3%
Dr Moayyed Al-Qurtas 20,182,883 4.1%
Adrian Beeston 17,475,000 3.5%
Premier Miton 15,147,262 3.1%
Samantha Bauer 14,500,000 2.9%
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.
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
2025 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 12.
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 2.4 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 22 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 2026 and signed on its
behalf.
Eric Leire
Chief Executive Officer
30 April 2026
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
as its code of corporate governance.
On 13 November 2023, the QCA published the latest version of its corporate
governance code ("2023 Code") aimed at 'UK Growth companies'. The 2023 Code
applies to financial years beginning on or after 1 April 2024, meaning the
Company's first required year of compliance is the financial year being
reported. The 2023 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 2023 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
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 Three
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 Four
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 Five
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 Six
A Well-Functioning Board of Directors
As at the date hereof, the Board comprises, an Executive Director: Eric Leire,
a Non-Executive Chairperson: Gad Berdugo and four Non-Executive Directors:
Tamara Joseph, Yassine Bendiabdallah, Peter King-Lewis and Guy-Charles Fanneau
de la Horie.
Details of the current Directors are set out within Principle Seven 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 has quarterly Board meetings. The Company has established an Audit
Committee, the members of which are included in Principle Seven 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, Mr Berdugo, 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 92%
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 12 12
Yassine Bendiabdallah 13 14
Peter King-Lewis 9 12
Guy-Charles Fanneau De La Horie 10 11
Tamara Joseph 15 15
Gad Berdugo - -
Principle Seven
Appropriate Skills and Experience of the Directors
As at the date of this report, the Board consists of six 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 three 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.
Gad Berdugo, Non-Executive Chairman (appointed 14 January 2026)
Gad Berdugo is the Managing Partner of Explorium Capital LLC, a strategic and
financial advisory firm focused on the global biotechnology sector. With over
35 years of experience in biotech business & corporate development,
strategy, finance, and venture management, Gad has completed more than a dozen
strategic partnerships and licensing deals, and multiple financings for both
private and public US companies.
Previously, Gad held senior roles including Co-founder and CEO of cancer
vaccine venture EpiVax Oncology, CBO at Editas Medicine, CFO at Immune
Pharmaceuticals and Vice Chairman of Evexta Bio. He also led Life Sciences
equity research at Lazard Asset Management, overseeing $12 billion in
investments in publicly listed companies and served as Managing Director at
M&A advisory firm, Tegris Advisors. He started his career Abbott Labs and
Baxter.
Mr. Berdugo received his B.Sc. with Honors in Biotechnology from Imperial
College London, his M.Sc. in Biochemical Engineering from University College
London and his M.B.A. from H.E.C. Paris.
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.
Tamara Joseph, Non-Executive Director
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 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 Remuneration and Nomination
Committee and a member of the Audit 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 the chairman of the Audit Committee and
a member of the Remuneration and Nomination Committee.
Principle Eight
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 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, Dr Bendiabdallah and Dr Fanneau de la
Horia 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/) .
Gad Berdugo
Non-Executive Chairperson
30 April 2026
Audit Committee Report
Dear Shareholders,
I am pleased to present the Group's Audit Committee report for the year to 31
December 2025.
Meeting Attendance
The Audit Committee met twice in 2025, both with the Company's auditors in
attendance. Y Bendiabdallah chaired the meetings and the Committee's second
board member T Joseph attended.
After the year-end, Y Bendiabdallah stepped down as chair of the Committee and
from 2026 onwards, the Audit Committee will be chaired by G Fanneau de la
Horie.
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 G
Fanneau de la Horie, 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 2025 amounted to £nil (2024: £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 2025, 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 2026.
Guy-Charles Fanneau de la Horie
Chairman of the Audit Committee
30 April 2026
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 2025.
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 22 May 2025, with the second Committee
meeting deferred until Early 2026.
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 2025
and period ended 31 December 2024 was as shown in the table below:
31 December 2025
Directors' fees Bonus Taxable benefits Pension benefits Options issued Total
£ £ £ £ £ £
Eric Leire 246,405 - - - - 246,405
246,405 - - - - 246,405
31 December 2024
Directors' fees Bonus Taxable benefits Pension benefits Options issued Total
£ £ £ £ £ £
Eric Leire 215,793 - - - - 215,793
215,793 - - - - 215,793
The executive's bonus will be paid depending on the satisfaction various
milestones and is unpaid at the period end. Payment will be settled dependent
on the availability of cash.
Non-Executive Directors (audited)
The basic fee for the Non-Executive Directors for 2025 and 2024 was £30,000.
The remuneration of the Non-Executive Directors for the year ended 31 December
2025 and period ended 31 December 2024 was as shown in the table below:
31 December 2025
Directors' fees Bonus Taxable benefits Pension benefits Options issued Total
£ £ £ £ £ £
Yassine Bendiabdallah 27,500 - - - - 27,500
Peter King-Lewis 27,500 - - - - 27,500
Guy-Charles Fanneau de La Horie 27,500 - - - - 27,500
Tamara Joseph 27,500 - - - - 27,500
110,000 - - - - 110,000
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
All NED salaries were unpaid at the period end and will be settled dependent
on the availability of cash.
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
Gad Berdugo 965,789
Group spend on pay
During the year, the Group's administration expenses totalled £2,003,171
(2024: £1,907,706) of which 17.79% (2024: 17.14%) 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 2024 was
approved by the shareholders at the Annual General Meeting held on 12 June
2025.
The votes cast were as follows:
Number of votes % of votes cast
For 152,069,752 99.3%
Against 270,744 0.2%
Withheld 778,314 0.5%
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 2026.
Yassine Bendiabdallah
Chairman of the Remuneration Committee
30 April 2026
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 2025 which comprise the Consolidated and Company Statement of
Financial Position, the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Changes in Shareholders' Equity, the
Consolidated and Company Cash Flow Statements 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 2025 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 group and parent 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 2.4 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 2.4, these events or conditions, along with the other matters as set
forth in note 2.4 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 group's and parent 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 £58,000 (2024 - £91,000), a benchmark calculated using 4% of
the draft loss before tax of the group (2024 - 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 £40,000 (2024 -
£63,000) and we have reported misstatements during our audit work above
£2,900 (2024 - £4,000), 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 fourth 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 £24,000 (2024 - £27,000)
being 3% 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 £16,000 (2024
- £18,000) 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 fourth year we are
performing the audit. We agreed with the audit committee that we would report
any individual audit difference in excess of £1,200 (2024 - £1,000) 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 performance materiality of £32,000 (2024 -
£43,000). We agreed with the audit committee that we would report any
individual audit difference in excess of £2,900 (2024 - £3,000) for Genflow
Biosciences SRL and differences below this threshold that, in our review,
warranted reporting on qualitative grounds.
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 6 in the
financial statements)
Under ISA (UK) 240, there is a rebuttable presumption that revenue recognition Our work in this area included:
is a significant fraud risk.
· Updating our understanding of the information system and related
The Group were awarded a non-dilutive research grant award of €4.027m from controls relevant to research and development expenditure and submission of
the regional government of Wallonia in Belgium. This award comprised a grant claims;
€1.218 million non-reimbursable research grant (covering 70% of research
costs) and a €2.808 million recoverable advance (funding 55% of development · Evaluating the appropriateness of the information system and the
costs), repayable upon commercialisation of GF 1002 for MASH. During the year effectiveness of the design and implementation of the related controls in
the Group recognised £226k in respect of this grant. In addition, the Group respect of grant income;
recognised £360k in relation to previously awarded grants.
· Performing substantive transactional testing of grant income
recognised in the financial statements, including deferred and accrued income
balances recognised at the year-end.
There is a significant risk that the grant income recognised is not yet earned
by the group due to the conditions set out in the grant not being met, and as · Reviewing the grant terms and conditions, together with the grant
such the recoverability and recognition of grant income has been deemed a key claims, and ensuring compliance with the terms therein.
audit matter
· Confirming the treatment of grant income is in accordance with
IAS 20, being the applicable accounting standard; and
· Reviewing post year-end receipts to ensure recoverability and
completeness of income recorded in the accounting period.
We are satisfied that the grant income is recoverable and had been
appropriately recognised.
Carrying value of investment (Company only - see Note 10 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
2025 amounted to £1,824,267 (2024 - £869,370). · Considering the valuation of the investments in the year and
reflect on any potential impairment charges required;
· Identifying and evaluating any indicators of impairment;
The value of the investments in subsidiaries is material in the parent company
financial statements. There is a significant risk that the carrying amount of · Obtaining management's impairment review and reviewing the
the investment which is subject to management's estimation and judgement might reasonableness of key inputs, areas of judgements and challenging management's
not reflect any possible impairment, and as such this has been deemed to be a assumptions;
key audit matter.
· Assessing progress of the research and development activities in
the underlying subsidiaries.
· 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.
· in our opinion the part of the directors' remuneration report to
be audited has been properly prepared in accordance with the Companies Act
2006.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their 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 by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company 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 group and parent company
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 group and parent company financial statements, the directors
are responsible for assessing the group's and the parent 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 group or the parent 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)
(http://www.frc.org.uk/auditorsresponsibilities)
(http://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for)
(https://www.frc.org.uk/auditors/audit-assurance/standards-and-guidance/2010-ethical-standards-for-auditors-(1))
. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the 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 5 years,
covering the periods ending 31 December 2021 to 31 December 2025.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent 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 2026
Consolidated and Company Statement of Financial Position
Group Company
Notes Year ended 31 December 2024 Year ended 31 December 2025 Year ended 31 December 2024
Year ended 31 December 2025 £ £ £
£
Non-Current Assets
Property, plant & equipment 1,066 2,067 - -
Investments 10 - - 1,824,267 869,370
Total non-current assets 1,066 2,067 1,824,267 869,370
Current Assets
Trade and other receivables 11 339,528 105,159 261,299 261,297
Cash and cash equivalents 12 111,792 278,682 88,181 97,738
Total current assets 451,320 383,841 349,480 359,035
Total Assets 452,386 385,908 2,173,747 1,228,405
Current Liabilities
Trade and other payables 13 1,003,171 788,916 460,624 72,307
Total Liabilities 1,003,171 788,916 460,624 72,307
Net (Liabilities)/Assets (550,785) (403,008) 1,713,123 1,156,098
Equity attributable to owners of the Parent
Share capital 15 148,064 104,912 148,064 104,912
Share premium 15 6,095,921 4,830,375 6,095,921 4,830,375
Other reserves 16 213,894 252,805 6,965 6,965
Retained earnings (7,008,664) (5,591,100) (4,537,827) (3,786,154)
Total Equity (550,785) (403,008) 1,713,123 1,156,098
(Company No. 13138531
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 2025, the Company made a loss for the year of £751,673
(2024: £552,552).
The financial statements were approved and authorised for issue by the Board
of Directors on 30 April 2026 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 Year ended 31 December 2024
2025 £
£
Other operating income 6 585,607 320,471
Gross Profit 585,607 320,471
Administration expenses 7 (2,003,171) (1,907,706)
Operating Loss (1,417,564) (1,587,235)
Net finance costs - -
Loss before Taxation (1,417,564) (1,587,235)
Income tax 9 - -
Loss for the year from continuing operations (1,417,564) (1,587,235)
Loss attributable to: -
- owners of the Parent (1,417,564) (1,587,235)
(1,417,564) (1,587,235)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Exchange differences on translating foreign operations (38,911) 20,934
Total Comprehensive Income (1,456,475) (1,566,301)
Attributable to:
- owners of the Parent (1,456,475) (1,566,301)
Total Comprehensive Income from continuing operations (1,456,475) (1,566,301)
Earnings per share (pence) from continuing operations attributable to owners 18 (0.332) (0.475)
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 2024 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)
Warrants 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)
As at 1 January 2025 104,912 4,830,375 252,805 (5,591,100) (403,008)
Loss for the period - - - (1,417,564) (1,417,564)
Other comprehensive income
Exchange differences on translating foreign operations - - (38,911) - (38,911)
Total comprehensive income for the period - - (38,911) (1,417,564) (1,456,475)
Transactions with owners
Issue of ordinary shares 43,152 1,330,932 - - 1,374,084
Cost of capital - share issue costs - (65,386) - - (65,386)
Total transactions with owners 43,152 1,265,546 - - 1,308,698
As at 31 December 2025 148,064 6,095,921 213,894 (7,008,664) (550,785)
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 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)
Warrants 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
As at 1 January 2025 104,912 4,830,375 6,965 (3,786,154) 1,156,098
Loss for the period - - - (751,673) (751,673)
Other comprehensive income - - - - -
Total comprehensive income for the period - - - (751,673) (751,673)
Transactions with owners
Issue of ordinary shares 43,152 1,330,932 - - 1,374,084
Cost of capital - share issue costs - (65,386) - - (65,386)
Total transactions with owners 43,152 1,265,546 - - 1,308,698
As at 31 December 2025 148,064 6,095,921 6,965 (4,537,827) 1,713,123
Consolidated and Company Statement of Cash Flows
Group Company
Notes Year ended 31 December 2025 Year ended 31 December 2024 Year ended 31 December 2025 Year ended 31 December 2024
£ £ £ £
Cash flows from operating activities
Loss after taxation (1,417,564) (1,587,235) (751,673) (552,552)
Adjustments for:
Depreciation & amortisation 1,093 1,179 - -
Share based payments - - - 6,965
(Increase)/decrease in trade and other receivables 11 (234,369) 264,524 (2) (116,959)
Increase/(decrease) in trade and other payables 13 214,255 239,259 388,317 (44,707)
Net cash used in operating activities (1,436,585) (1,082,273) (363,358) (707,253)
Cash flows from investing activities
Loans granted to subsidiaries 10 - - (954,897) (99,183)
Net cash used in investing activities - - (954,897) (99,183)
Cash flows from financing activities
Net proceeds from issue of shares net of issue costs 15 1,308,698 656,635 1,308,698 656,635
Net cash generated from financing activities 1,308,698 656,635 1,308,698 656,635
Net decrease in cash and cash equivalents (127,887) (425,638) (9,557) (149,801)
Cash and cash equivalents at beginning of year 278,682 683,974 97,738 247,539
FX on cash (39,003) 20,346 - -
Cash and cash equivalents at end of year 12 111,792 278,682 88,181 97,738
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 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 and Company 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.
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 2025
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 2025 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 2026
IAS 7 (Amendments) Statement of Cash Flows 1 January 2026
IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on 1 January 2026
implementing IFRS 7
IFRS 9 Financial Instruments 1 January 2026
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.
2.2 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 2025.
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 on consolidation. 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.
2.3 Going Concern
The preparation of financial statements requires an assessment on the validity
of the going concern assumption. The Company successfully raised £1.3 million
(before expenses) through the allotment and issue of new ordinary shares
during the year ended 31 December 2025, and a further £0.8m in early 2026.
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
2025, the Group is in a net liability position totalling £283,195.
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.
2.4 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.
2.5 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.
2.6 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.
2.7 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.
2.8 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.
2.9 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.
2.10 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.
2.11 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.
2.12 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.
2.13 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 18).
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.
2.14 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
2025 2025 2025 2025
Currency of net monetary assets £ £ £ £
Pound Sterling 85,354 - - 85,354
Euro 33 23,611 - 23,644
US Dollar 2,794 - - 2,794
At 31 December 2025 88,181 23,611 - 111,792
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
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.
2025 2024
£ £
Pound Sterling 10% weakening against Euro (2,364) (18,181)
Pound Sterling 10% strengthening against Euro 2,364 18,181
Pound Sterling 20% weakening against Euro (4,729) (36,361)
Pound Sterling 20% strengthening against Euro 4,729 36,361
(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 2.4 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 2025 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.
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 10.
5. Segmental Information
The results reported for the Group have been derived from the results of the
Group's operating three geographical areas, the UK, Belgium and the US, less
any inter-company transactions. In 2025, the total value of inter-company
transactions in the period were £33,119 (2024: £97,292).
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
2025 £ £ £ £
Other operating income 585,607 - - 585,607
Administrative expenses (1,210,623) (784,792) (7,756) (2,003,171)
Loss from operations per reportable segment (625,016) (784,792) (7,756) (1,417,564)
Reportable segment assets 310,012 141,485 889 452,386
Reportable segment liabilities 542,547 460,624 - 1,003,171
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
6. Other Operating Income
Group
31 December 2025 31 December 2024
£ £
Grant income 585,607 320,471
585,607 320,471
Other operating income comprises of R&D grant's awards to Genflow
Biosciences SRL. In 2025, the Company currently has three active grants, EXO
Biologics, Revatis SA and NASH recognising £164,538, £195,062 and £226,008
of other operating income accordingly.
7. Expenses by Nature
Group
31 December 2025 31 December 2024
£ £
Directors' fees 363,995 325,793
Directors' pensions - 1,306
Directors' social security contributions 29,967 19,653
Fees payable to the Company's auditors for the audit of the Parent Company and 55,000 57,500
group financial statements
Professional, legal and consulting fees 298,479 188,522
PR and marketing 92,891 97,049
Accounting related services 16,654 6,551
Insurance 21,713 22,347
Office and administrative expenses 7,172 16,310
IT and software services 8,447 7,893
Travel and entertainment 6,336 6,403
Research and development costs 1,110,486 1,151,461
Other expenses (9,062) 5,714
Depreciation 1,093 1,204
Total administrative expenses 2,003,171 1,907,706
8. Employees
The average monthly number of employees, including Directors, during the year
was 5 (2024: 5). There were no employees during the year other than the
Directors. See the Remuneration and Nomination Committee Report on page 26 for
details of remuneration paid to Directors serving during the year.
9. Taxation
Group Company
Tax recognised in profit or loss 2025 2024 2025 2024
£ £ £ £
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 2025 2024
£ £
Loss before tax (1,417,564) (1,587,235)
Tax at the weighted average rate of 23.7% (Company: 25%) (335,490) (375,646)
Expenditure not deductible for tax purposes 273 301
Net tax effect of losses carried forward on which no deferred tax asset is 335,217 375,345
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 £4,286,595 (2024:
£3,951,378) and the Company had accumulated tax losses of approximately
£2,740,376 (2024: £2,552,458) 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.
Investment in Subsidiary Undertakings
Company
2025 2024
£ £
Shares in subsidiary undertakings
At beginning of the period 869,370 770,187
Additions to investments - -
Additions to loans 954,897 99,183
Loan reassignment - -
Loans receivable - -
At period end 1,824,267 869,370
During the year, £947,083 (2024: £96,251) was loaned by the Company to
Genflow Biosciences Srl and £Nil (2024: £Nil) was repaid. Also during the
year, £7,814 (2024: £2,932) 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 2025 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% Holding company 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
10. Trade and Other Receivables
Group Company
2025 2024 2025 2024
£ £ £ £
VAT receivable 28,107 31,757 10,859 195
Prepayments 44,096 68,653 40,361 66,850
Other receivables 267,325 4,749 2,084 2,084
Amounts owed by Group companies - - 207,995 192,168
339,528 105,159 261,299 261,297
Included in the 2025 other receivables is accrued income totalling £34,365
(2024: £Nil) and £229,987 (2024: £Nil) due in respect of an R&D grant's
awarded to Genflow Biosciences SRL.
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.
Within Company, there is £207,995 (2024: £192,168) relating to inter-group
receivables. No interest is being charged.
The carrying amounts of the Group's trade and other receivables are
denominated in the following currencies:
Group Company
2025 2024 2025 2024
£ £ £ £
UK Pounds 53,304 69,129 261,299 261,297
Euros 285,335 35,075 - -
US Dollars 889 955 - -
Current receivables 339,528 105,159 261,299 261,297
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.
11. Cash and Cash Equivalents
Group Company
2025 2024 2025 2024
£ £ £ £
Cash at bank and in hand 111,792 278,682 88,181 97,738
The Group's cash is held with facilities with credit ratings between AA and
BBB.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
Group Company
2025 2024 2025 2024
£ £ £ £
UK Pounds 85,354 92,501 85,354 92,501
Euros 23,644 182,792 33 1,848
US Dollars 2,794 3,389 2,794 3,389
Cash at bank and in hand 111,792 278,682 88,181 97,738
12. Trade and Other Payables
Group Company
2025 2024 2025 2024
£ £ £ £
Trade payables 646,660 368,897 134,152 16,610
Other payables 17,299 17,243 3,305 3,197
Deferred income 16,045 330,474 - -
Accrued expenses 323,167 72,302 323,167 52,500
1,003,171 788,916 460,624 72,307
Included in deferred income as at 31 December 2025 is £16,045 (2024:
£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
2025 2024 2025 2024
£ £ £ £
UK Pounds 460,624 72,307 460,624 72,307
Euros 542,547 716,609 - -
Current payables 1,003,171 788,916 460,624 72,307
13. Financial Instruments by Category
31 December 2025 31 December 2024
Group At amortised cost Total At amortised cost Total
Assets per Statement of Financial Position
Trade and other receivables (excluding prepayments) 295,432 295,432 36,506 36,506
Cash and cash equivalents 111,792 111,792 278,682 278,682
Total 407,224 407,224 315,188 315,188
Liabilities per Statement of Financial Position
Trade and other payables 1,003,171 1,003,171 778,916 778,916
Total 1,003,171 1,003,171 778,916 778,916
31 December 2025 31 December 2024
Company At amortised cost Total At amortised cost Total
Assets per Statement of Financial Position
Trade and other receivables (excluding prepayments) 220,938 220,938 194,447 194,447
Cash and cash equivalents 88,181 88,181 97,738 97,738
Total 309,119 309,119 292,185 292,185
Liabilities per Statement of Financial Position
Trade and other payables 460,624 460,624 72,307 72,307
Total 460,624 460,624 72,307 72,307
14. Share Capital and Share Premium
Issued share capital
Company Number of shares Ordinary shares Share premium Total
£ £ £
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
At 1 January 2025 349,706,618 104,912 4,830,375 4,935,287
Issue of new shares - 10 April 2025 41,341,324 12,402 421,682 434,084
Issue of new shares - 9 May 2025 62,500,000 18,750 481,250 500,000
Issue of new shares - 1 October 2025 40,000,000 12,000 428,000 440,000
Cost of Capital (65,386) (65,386)
At 31 December 2025 493,547,942 148,064 6,095,921 6,243,985
On 10 April 2025, the Company issued and allotted 41,341,324 new Ordinary
Shares at a price of 1.05 pence per share, for gross proceeds of £434,084.
On 9 May 2025, the Company issued and allotted 62,500,000 new Ordinary Shares
at a price of 0.80 pence per share, for gross proceeds of £500,000.
On 1 October 2025, the Company issued and allotted 40,000,000 new Ordinary
Shares at a price of 1.10 pence per share, for gross proceeds of £440,000.
15. Other reserves
Group Foreign currency translation differences Merger reserve Share option reserve Total
£ £ £ £
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
Currency translation differences (38,911) - - (38,911)
As at 31 December 2025 36,681 170,248 6,965 213,894
16. 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 2025 31 December 2024
4 April 2024 4 April 2027 0.02 27,860,000 27,860,000
8 May 2025 8 May 2028 0.015 62,500,000 -
9 October 2025 9 October 2027 0.012 40,000,000 -
130,360,000 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) 3 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 2025 is
shown below:
2025 2024
Number Weighted average exercise price (£) Number Weighted average exercise price (£)
Outstanding at beginning of period 27,860,000 0.02 - -
Granted 102,500,000 0.013 27,860,000 0.02
Outstanding as at period end 130,360,000 0.015 27,860,000 0.02
Exercisable at period end 130,360,000 0.015 27,860,000 0.02
2025 2024
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 0.015 130,360,000 2 2 0.02 27,860,000 2.66 2.66
During the period there was a charge of £nil (2024: £nil) in respect of
share warrants to the profit and loss.
17. Earnings per Share
The calculation of the total basic loss per share of 0.332 pence (2024: 0.475
pence) is based on the loss attributable to equity owners of the group of
£1,417,564 (2024: £1,587,235) and on the weighted average number of ordinary
shares of 426,711,928 (2024: 334,460,024) 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.
18. Commitments
As at 31 December 2025, the Company had no commitments.
19. Related Party Transactions
Company
During the year, £947,083 (2024: £96,251) was loaned by the Company to
Genflow Biosciences Srl and £Nil (2024: £Nil) was repaid.
Also during the year, £7,814 (2024: £2,932) was loaned by the Company to
Genflow Biosciences Inc.
During the period, the Company charged Genflow Biosciences Srl management fees
totalling £31,119 (2024: £97,292) in respect of administration costs and
salaries.
20. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
21. Events after the Reporting Date
On 11 March 2026, the Company raised £800,000 (before expenses) by issuing
42,105,263 Ordinary Shares of £0.0003 each at a price of 1.9p.
After the year-end, Genflow BE received the first instalment of €336,467 in
relation to the three-year development programme for the Company's existing
roadmap for GF-1002 in MASH.
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