REG - Hemogenyx Pharma Plc - Final Results
30/04/2026 16:15
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RNS Number : 6590C Hemogenyx Pharmaceuticals PLC 30 April 2026
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30 April 2026
Hemogenyx Pharmaceuticals plc
("Hemogenyx Pharmaceuticals" or the "Company")
Final Results
Hemogenyx Pharmaceuticals plc (LSE: HEMO), the biopharmaceutical group
developing new therapies and treatments for blood diseases, announces its
final audited results for the year ended 31 December 2025. The Annual Report
is available to view on the Company's website at https://hemogenyx.com/
(https://hemogenyx.com/) .
Key Highlights
· The Company commenced the Phase 1 clinical trial of HG-CT-1, its lead
CAR-T cell therapy candidate.
· The independent Data Safety Monitoring Board authorised the Phase 1
trial of HG-CT-1 to progress into the dose-expansion phase.
· The Company opened a paediatric arm of the Phase 1 clinical trial of
HG-CT-1.
The Company successfully raised £2.7 million (before expenses) through the
allotment and issue of new ordinary shares during the year ended 31 December
2025, with a further £5.5 million raised in early 2026.
Further details of these developments are set out in the full text of the
final results for the year ended 31 December 2025 below.
Enquiries:
Hemogenyx Pharmaceuticals plc https://hemogenyx.com (https://hemogenyx.com/)
Dr Vladislav Sandler, Chief Executive Officer & Co-Founder headquarters@hemogenyx.com (mailto:headquarters@hemogenyx.com)
Peter Redmond, Director peter.redmond@hemogenyx.com (mailto:peter.redmond@hemogenyx.com)
SP Angel Corporate Finance LLP Tel: +44 (0)20 3470 0470
Matthew Johnson, Vadim Alexandre, Adam Cowl
AlbR Capital Limited Tel: +44 (0)20 7469 0930
Lucy Williams, Duncan Vasey, Charles Goodfellow
Chairman's Statement
It is my privilege to present the Chairman's statement for Hemogenyx
Pharmaceuticals plc (the "Company", and together with its subsidiaries, the
"Group") for the financial year ended 31 December 2025.
In last year's report, I described 2024 as a pivotal period of transition. If
2024 was the year in which Hemogenyx became a clinical-stage company, 2025 was
the year in which we proved that we can operate as one. Against a continuing
backdrop of tight capital markets for small-cap biotechnology, we dosed our
first three patients, generated the earliest signals of efficacy for HG-CT-1,
secured regulatory clearance to expand into paediatrics, forged strategic
partnerships in manufacturing, clinical operations and early
commercialisation, and set the trial on a clear path to dose escalation. These
are the milestones that, taken together, define a clinical-stage company
beginning to deliver.
We have achieved these milestones despite market conditions and challenges in
accessing capital. Ultimately, we were able to do this through a series of
small tranches raised in a combination of equity placings, convertible loan
notes and warrant exercises requiring frequent engagement with brokers and
supportive shareholders. We are particularly grateful for the support of some
of our long term shareholders; with their help, we raised a significant sum -
£2.5 million after the year end. This financing in itself would take us
through and beyond the next phase of our Phase 1 trials, which involves the
treatment of a further three patients with an escalated dose. In addition, we
have just announced the raise of a further equity raise of £3 million, which
we believe will be sufficient to allow us to take the full Phase 1 trials to
completion. Full details of these capital raises are provided in note 26 of
these accounts. The Board has been candid about the capital we needed to see
the Phase I clinical trials through to completion, and about the discipline
with which that capital must be deployed. Each successful step on the way
through those trials helps to validate our progress.
In addition, we have now taken significant steps, including the engagement of
an outside manufacturer, to reduce and manage our future operating costs. The
substantial savings to operating costs resulting from this approach to cell
manufacturing for our clinical trials was a function of recent reductions in
the cost of using outside manufacturers across the sector. These benefits are
not reflected in the year under review but are expected to be fully captured
in operating costs for the current year.
On every operational and scientific measure that matters to the long-term
value of the business, 2025 was a year of tangible, externally visible
progress.
Clinical progress: from first-in-human to dose escalation
The defining event of the year was the first-in-human administration of
HG-CT-1, our proprietary chimeric antigen receptor T cell ("CAR-T") therapy
for adult patients with relapsed or refractory acute myeloid leukaemia ("R/R
AML"), on 24 February 2025. This was followed within weeks by confirmation
that the first patient had tolerated the treatment well, with no dose-limiting
toxicities observed and encouraging early indications of biological activity.
A second patient was recruited in March, and a third patient was treated in
August, completing the initial dose cohort.
In October 2025, the independent Data Safety Monitoring Board ("DSMB")
overseeing the trial reviewed the safety data from all three patients treated
at the lowest dose level and recommended that the study proceed with
escalation to the second dose level. This is a significant inflection point:
it is an external, independent endorsement that HG-CT-1 has an acceptable
safety profile at the starting dose, and it opens the path to the dose levels
at which meaningful efficacy is most likely to emerge. The DSMB simultaneously
authorised the initiation of paediatric enrolment at the same starting dose
used in adults.
Taken together, these clinical developments represent precisely the
progression that a first-in-human trial in a high-risk patient population is
designed to deliver: safety established, tolerability confirmed, early signals
of biological activity observed, and the study cleared to move to doses at
which the therapeutic hypothesis can be tested in earnest. For a novel CAR-T
therapy targeting an indication in which patients have exhausted standard
options, this is a meaningful achievement.
Regulatory and operational infrastructure
Behind each clinical milestone stands a regulatory and operational foundation
that was substantially strengthened during the year. In April 2025, the
Company filed its first Annual IND Report with the U.S. Food and Drug
Administration ("FDA") for HG-CT-1, meeting its obligations as an IND sponsor
and setting out a roadmap for continued enrolment. In May we submitted a
protocol amendment to enable paediatric expansion of the trial, and in June
the FDA cleared the Company to proceed, reflecting our intention to address
the particularly acute unmet need in childhood AML. In October the
Institutional Review Board at MD Anderson Cancer Center approved the amended
protocol, and by the year-end we were fully positioned to commence paediatric
recruitment alongside adult dose escalation.
On the manufacturing side, we announced in September a partnership with Made
Scientific, a contract development and manufacturing organisation with
GMP-ready facilities in Newark and Princeton, New Jersey, to undertake the
technology transfer of HG-CT-1 production and provide capacity for clinical
supply. This partnership is a strategic step, not merely an operational one:
it moves HG-CT-1 towards a manufacturing footprint that is capable of
supporting a pivotal trial, and it reduces the execution risk that would
otherwise accompany scale-up on our own.
In clinical operations, we extended our relationship with Prevail InfoWorks,
the contract research organisation affiliated with Prevail Partners LLC, to
support the paediatric expansion. Prevail Partners also made a strategic
investment in the Company, which alongside the CRO agreement demonstrates the
kind of aligned long-term partner capital that is difficult to secure in the
current environment for clinical-stage biotech and that the Board considers
particularly valuable.
Early commercialisation: the Cellin Technologies letter of intent
One of the year's more quietly significant developments was the signing of a
letter of intent with Cellin Technologies OÜ, an Estonian cell therapy
company, to explore commercialisation of HG-CT-1 through the hospital
exemption pathway under Estonia's Medicinal Products Act. Under the framework
contemplated by the letter of intent, the Company would retain full ownership
of intellectual property, data and regulatory rights, and would be entitled to
revenues from commercialisation; Cellin would act as our local partner,
providing manufacturing, regulatory and operational support.
The hospital exemption route will not be a substitute for full marketing
authorisation, and the letter of intent is non-binding pending definitive
agreements. Nevertheless, the arrangement offers the Company its first
potential pathway to early revenue for HG-CT-1, and - equally importantly -
the opportunity to gather real-world patient data that can supplement and
strengthen the evidence generated by the ongoing Phase I trial. For a company
of our size, that combination of near-term commercial optionality and
additional clinical data is a meaningful prize.
Financial position and capital strategy
The Group's financial results for the year reflect the transition to active
clinical operations. Operating expenditure rose materially relative to the
prior year, driven principally by clinical trial costs, manufacturing
tech-transfer expenditure and the scaling of our regulatory and operational
capabilities. This was the planned consequence of becoming a clinical-stage
company, but it places a continuing premium on disciplined capital management.
As mentioned above, the appointment of a third party manufacturer has enabled
us to make reductions in our operating costs and the benefit of this should be
seen more fully in the current financial year.
During 2025, the Company raised funds through a combination of equity
placings, convertible loan notes and warrant exercises. The principal
instruments of that programme included an equity placing of £340,000 in
January, a convertible loan note issuance of £285,000 in February, placings
of £451,250 in June and £250,000 in August, and a further convertible loan
note issuance of £620,000 in September, together with warrant exercises that
contributed additional cash during the year. In November the Company published
a prospectus in connection with the admission of shares arising from the
conversion of those loan notes and the exercise of the associated warrants.
The Board recognises that reliance on a succession of smaller fundraisings is
not an ideal long-term structure, and that the cumulative dilution to existing
shareholders has been significant. However, in market conditions that have
remained consistently challenging for life sciences companies, this approach
has enabled us to maintain clinical momentum without committing to dilution on
terms that the Board considered inadequate. We are extremely grateful to the
shareholders who have continued to support us through each step.
As already mentioned earlier in my statement, we have raised further equity
funds since the year end - firstly £2.5 million on 10 February 2026 and £3
million as recently as 28 April 2026. The purpose of these fundraises is to
provide us with sufficient cash resources to finance in full the completion of
the Phase I programme on the current envisaged timelines, while also
continuing the development of our CDX bi-specific antibody and our CBR
chimeric bait receptor platform. The Board is actively engaged in evaluating
the most appropriate structures to meet that requirement, including further
equity issuance, non-dilutive funding where available, and strategic
partnerships that could combine capital with commercial and development
leverage. Shareholders should expect the Company to remain transparent about
its capital needs and about the progress of those discussions
People, governance and thanks
The achievements of 2025 were made possible by a small team whose commitment
and technical capability I continue to find remarkable. On behalf of the
Board, I thank our scientists, clinical operations colleagues, external
collaborators and advisers for a year of sustained delivery. The Board's
composition remained stable during the year, and governance arrangements
continue to be reviewed to ensure that the Company's internal controls and
reporting keep pace with its growing operational complexity.
We also extend our gratitude to the patients and families who have consented
to participate in the HG-CT-1 trial. A first-in-human study in relapsed or
refractory AML is demanding for everyone involved; without their willingness
to engage, nothing else the Company has achieved this year would have been
possible.
Outlook for 2026 and beyond
With the tech transfer to Made Scientific complete and paediatric expansion
cleared, the Company is entering what the Board believes will be the most
clinically informative period in its history. In the near term, we expect to
dose the first adult patient at the second dose level of HG-CT-1 and, in
parallel, to commence paediatric recruitment at the starting dose.
Over the course of 2026 we anticipate that the trial will progress through
further dose levels, that preliminary efficacy data from higher doses will
begin to emerge, and that discussions under the Cellin letter of intent will
mature into definitive agreements. In parallel, the Company will continue to
advance its CDX antibody platform and broader pipeline, which remain important
sources of long-term value even as HG-CT-1 takes the centre of attention.
The most important point in this statement is also the simplest: Hemogenyx
Pharmaceuticals enters 2026 with a clinical trial that is demonstrably active
and successful to date and will move forward definitively in the coming
months. There is much work ahead, and the risks inherent to early-stage
oncology drug development remain real. But the trajectory of 2025 is one that,
in my view, justifies confidence in the strategy, in the team, and in the
potential of HG-CT-1 to change the outlook for patients with relapsed and
refractory AML.
On behalf of the Board, I thank my board colleagues and staff for their
efforts and shareholders for their continued support, and I look forward to
reporting further progress in the coming year.
Professor Sir Marc Feldmann, AC, FRS
Non-Executive Chairman
30 April 2026
Board of Directors and Senior Management
Professor Sir Marc Feldmann - Non-Executive Director & Chairman -
appointed 9 April 2018
Professor Sir Marc Feldmann is a pre-eminent medically trained immunologist at
the University of Oxford where he was Head of the Kennedy Institute of
Rheumatology until 2014 and now Emeritus Professor, and a Visiting Professor
at Rockefeller University, New York. He trained in medicine at Melbourne
University and then earned a Ph.D. in Immunology at the Walter & Eliza
Hall Institute with Sir Gus Nossal, before working in London at the Imperial
Cancer Research Fund. Sir Marc's main research interests are immunoregulation,
understanding mechanisms of autoimmunity and the role of cytokines in disease,
and working out how to fill unmet medical needs.
His work in London led to the generation of a new hypothesis for the mechanism
of autoimmunity, linking upregulated antigen presentation and cytokine
expression. Testing this hypothesis led to the discovery, with colleague Sir
Ravinder Maini, of the pivotal role of TNFα (Tumour Necrosis Factor alpha) in
the pathogenesis of rheumatoid arthritis. This major discovery has
revolutionised therapy not only of rheumatoid arthritis but other chronic
inflammatory diseases (e.g. inflammatory bowel disease, psoriasis, and
ankylosing spondylitis), and helped change the perception of monoclonal
antibodies from niche products to mainstream therapeutics. Anti-TNF
therapeutics are the current leading drug class with 2022 sales exceeding
US$42 billion.
This has led to much scientific recognition, for example election to the Royal
Society and Academy of Medical Sciences in London, the National Academy of
Sciences USA and the Australian Academy of Science, and multiple major
International prizes including the Crafoord Prize of the Royal Swedish Academy
of Sciences, the Albert Lasker Clinical Research Award (NY), the Ernst
Schering Prize, the Paul Janssen Award for Biomedical Research, the
Canada-Gairdner Award, and more recently the Tang prize. He was also the first
recipient in biology or medicine of the EU/European Patent Office Inventor of
the Year Award in the Lifetime Achievement category. In addition, Sir Marc has
advised more than 20 of the largest pharmaceutical and biotech companies in
the world and has mentored some of the most successful scientists, many of
whom have become senior figures in the commercial pharmaceutical world. Sir
Marc was knighted in the 2010 Queen's Birthday Honours, and was honoured in
Australia with the knighthood equivalent, the Companion of the Order of
Australia.
Sir Marc has been at the forefront of promoting effective
scientific-medical-pharmaceutical interactions. He has built up a huge network
of friends and collaborators who meet regularly in Oxford and who will help
Hemogenyx Pharmaceuticals to grow.
Dr Vladislav Sandler - Chief Executive Officer - appointed 4 October 2017
Dr Vladislav Sandler is the Co-Founder and CEO of Hemogenyx Pharmaceuticals.
Dr Sandler is a widely published stem cell scientist with decades of
experience in scientific research. In particular, Dr Sandler has extensive
experience developing novel methods of direct reprogramming of somatic cells
into functional and engraftable hematopoietic stem cells, as well as
developing novel sources of pluri- and multi-potent cells.
Dr Sandler has conducted his research at many leading institutions in Russia,
Israel, Canada and the United States, including at the Children's Hospital at
Harvard Medical School, the Salk Institute for Biological Sciences, Harvard
University and Albert Einstein College of Medicine, among others. He also led
a team of scientists at Advanced Cell Technologies, Inc. and was most recently
on the faculty of Weill Cornell Medical College. While at Cornell, Dr Sandler
made the significant discovery that the cells that give rise to blood stem
cells during mammalian development continue to exist after birth, and he
developed the method of isolation of these cells from humans. As a result of
this important work, Dr Sandler was awarded the inaugural Daedalus Fund Award
for Innovation at Cornell. He went on to found Hemogenyx Pharmaceuticals in
order to further pursue this significant scientific discovery and his
dedication to the translation of science into clinical practice.
Dr Sandler has published numerous peer-reviewed papers and has received a
number of awards and fellowships for his scientific research. Dr Sandler
received his PhD from the University of British Columbia. He is a member of
the International Society for Stem Cell Research.
Alexis Sandler - Non-Executive Director - appointed 4 October 2017
Alexis M. Sandler is the co-founder of Hemogenyx Pharmaceuticals, for which
she has served as the Chief Operating Officer. Ms Sandler is an attorney
specialising in intellectual property, with over 20 years of experience
representing a range companies and institutions.
Ms Sandler is the General Counsel of The Frick Collection. A talented and
respected attorney with a wide range of experience and expertise, Ms Sandler
previously served for nearly a decade as in-house counsel for The Museum of
Modern Art. Prior to that, she worked as the director of business and legal
affairs for a major media and entertainment company, and in private practice
for several prominent law firms.
Ms Sandler received her AB from Harvard University and her JD from the UCLA
School of Law and is a member of the State Bar of New York and the State Bar
of California.
Peter Redmond - Non-Executive Director - appointed 29 July 2015
Peter Redmond is a corporate financier with over 40 years' experience in
corporate finance and venture capital. He has acted on and assisted a wide
range of companies to attain a listing over many years on the former Unlisted
Securities Market, the Main Market of the London Stock Exchange and AIM,
whether by IPO or in many cases via reverse takeovers, across a wide range of
sectors, ranging from pharmaceuticals, through technology, financial services
and natural resources. In recent years has done so as a director and investor
in the companies concerned.
He was a founder director of a number of investment companies listed on the
Standard List of the Stock Exchange, all of which went on to complete
significant reverse takeovers resulting in admission as active businesses on
AIM or back onto the Standard List. In particular, he was a founder director
of Silver Falcon plc, the Company into which Hemogenyx Pharmaceuticals
reversed, and he took a leading role in negotiating and effecting the reverse
takeover. He undertook the same role in the rescue, reconstruction and
refinancing of many AIM-quoted companies that had previously run into
difficulties and took a significant active part in fundraising for the above
companies - in particular Standard-listed GEM Resources plc, of which he
remains a director.
Directors' Strategic Report for the year ended 31 December 2025
The Directors present their Strategic Report of Hemogenyx Pharmaceuticals plc
for the year ended 31 December 2025.
Introduction
This Strategic Report comprises several sections, namely: the Group's
objectives, the Group's strategy and business model, a review of the Group's
business using key performance indicators, and the principal risks and
uncertainties facing the business.
The disclosures under s172 of the Companies Act 2006 are included in the
Governance Report on page 26.
Objectives
The Group's objective is to develop breakthrough therapies for the treatment
of blood and autoimmune diseases, rare cancers and of certain viral
infections.
Strategy and Business Model
The Group's long-term strategy is to create a suite of products to address
current problems associated with the treatment of blood disorders such as
leukemia-type cancers and autoimmune diseases, with the treatment of viral
infections and certain non-blood cancer conditions, and advanced methods of
conditioning of blood stem-cell transplants. The latter represents an
important part of the solution to treating blood-related diseases, with the
opportunity to improve outcomes through reduced blood stem cell transplant
rejection and relapse, and if successful potentially provides long-term cures
for these diseases.
The Group's business model aims to advance its therapies through clinical
proof-of-concept, taking them towards a final stage of development. This is
intended to be achieved either through the Company itself taking the product
into and through clinical trials or by the licensing of one or more of its
therapies to partners in return for potential upfront payments, research
funding support, success milestone and royalty payments.
Operational Review and Outlook
The operational review and outlook are set out in the Chairman's Statement on
page 3.
Financial Review
The Group incurred a loss for the year to 31 December 2025 of £9,767,253 (31
December 2023: £5,625,478 loss).
In the year to 31 December 2025 the loss mainly arose from operational
expenses pursuing the Group's objectives listed above as well as salaries,
consulting and professional fees, and general administration expenses. These
expenses have been met from the proceeds of equity placings that were
undertaken during the period. The Group also incurred a fair value loss of
£2,293,128 upon the revaluation of various derivative financial instruments.
Cash flow and cash position
Cash used in operations totalled £5,818,886 (31 December 2024: £4,140,059).
As at 31 December 2025, the Group had a cash balance of £1,586,430 (31
December 2024: £159,265).
Key Performance Indicators ("KPIs")
The Directors have identified the KPIs below that they feel are the most vital
measurements for the Group to monitor given its current stage of development.
KPIs are monitored on an annual basis to ensure that they remain the most
important and relevant measure of performance and progress.
Cash management
In the year the Company undertook several fundraises in furtherance of its
research and development strategy, raising a total of £5,522,403 (before
expenses). As of 31 December 2025, the cash position was £1,586,430 (31
December 2024: £159,265).
The Group carefully plans expenditure with rolling cash flow forecasts and
tight financial control. The Group takes a collaborative cost sharing approach
with business partners and avoids long-term commitments as far as possible.
As detailed in the Future Developments and Events Subsequent to the Year End
note on page 22, shortly after the year end, the Company raised a further
£2,500,000 by way of a placing, £118,632 through the exercise of warrants
and a further £3,000,000 through a direct subscription.
Intellectual property
The Group is focused on developing new drugs and cell therapy products for
blood and autoimmune diseases, HSC/BM transplantation, rare cancers and
certain viral infections. The Group, or its licensors, has applied for patents
to protect its proprietary technology and future products, which are in
varying stages of development.
The success of the Group will depend largely on the Group's ability to
implement successful drug development programmes, obtain the required
regulatory approvals (in various territories), protect and exploit its own
intellectual property and know-how and the intellectual property and know-how
licensed to it, and to generate a cash flow in accordance with the strategy of
the Group. Intellectual property is protected by the Group through taking a
pro-active approach to filing patents over its products and technologies, as
well as the diligent maintenance and protection of such patents and licences.
The Group patent portfolio currently includes:
CDX bi-specific antibodies ("CDX")
The patent application relating to CDX bi-specific antibodies was filed by
Hemogenyx Pharmaceuticals LLC in the USA on 4 April 2016 ("CDX Patent") and
awarded as Patent Number US 11,021,536 B2 on 1 June 2021. The invention
summarised in the patent application is a method of eliminating hematopoietic
stem cells/hematopoietic progenitors ("HSC"/"HP") in a patient using
bi-specific antibodies specifically binding to a protein predominantly
expressed on the surface of HSC/HP and to a protein uniquely expressed on a
surface of immune cells. The bound bi-specific antibodies redirect immune
cells to eliminate HSC/HP. The invention relates to the required conditioning
of a patient prior to a BM/HSC transplant. In this respect, the invention
serves two main purposes:
§ it provides adequate immunosuppression of the patient and clears sufficient
niche space in the bone marrow for the transplant of HSC. This allows
transplanted cells to engraft in the recipient; and
§ it could potentially help to eradicate the source of malignancy.
On 4 April 2017, an international PCT (Patent Cooperation Treaty) application
was filed by Hemogenyx Pharmaceuticals which includes additional claims that
extend the CDX Patent set out in the provisional patent application. These
claims protect specific sequences of several high-quality clones discovered
and validated by the Group. The claim extension transforms the original
"method" provisional patent application into a "composition of matter" PCT
application. A patent was granted in China in July 2022 covering both
transplant conditioning and AML treatment applications. An additional
composition of matter patent application titled Bispecific Anti-FLT3/CD3
Antibodies and Methods of Use (covering novel sequences of the antibodies
discovered and validated by the Company in collaboration with Eli Lilly &
Company) was filed following completion of the Lilly collaboration agreement
and was published by the World Intellectual Property Organization on 23
February 2023 as publication number WO/2023/023489.
Furthermore, on the 2 February 2024 the United States Patent and Trademark
Office granted a patent to the Company entitled Method of Eliminating
Hematopoietic Stem Cells/Hematopoietic Progenitors (HSC/HP) in s Patient Using
Bi-specific Antibodies. The original patent application is issued as U.S.
Patent No. 11,945,866 on 2 April 2024.
Monoclonal antibodies
In July 2019 the Group filed a composition of matter patent application
entitled Monoclonal Antibodies to Human FLT3/FLK2 Receptor Protein in relation
to newly-discovered monoclonal antibodies against a target protein expressed
on the surface of hematopoietic stem cells/hematopoietic progenitors and a
number of leukemias, such as acute myeloid leukemia ("AML"). The patent was
granted on 31 August 2021 as Patent Number US 11,104,738. This patent covers
composition of matter (sequences) of monoclonal antibodies to the human
FLT3/FLK2 receptor protein that is found on the surface of acute myeloid
leukaemia cells, hematopoietic (blood-forming) stem cells and progenitors
("HSC/HP"), and dendritic cells. It also covers a method of application of the
Group's bi-specific CDX antibodies for conditioning patients for bone marrow
transplantation.
HG-CT-1
A PCT patent application titled Anti-FLT3 Antibodies, CARs, CAR T Cells and
Methods of Use was published by the World Intellectual Property Organization
on 23 February 2023 under number WO/2023/023491, detailing the Company's
Chimeric Antigen Receptor sequences including anti-FLT3 antibodies.
Hu-PHEC cell therapy
The patent relating to Hu-PHEC was filed by Cornell University in several
jurisdictions on 13 November 2014. The patent was approved and issued in the
United States of America on 25 February 2020 and published by the European
Patent Office on 13 May 2020. The invention summarises a method of isolation
and identification of post-natal hemogenic endothelial cells, as well as the
provision of substantially purified populations of post-natal hemogenic
endothelial cells, compositions of post-natal endothelial cells and methods to
utilise post-natal hemogenic endothelial cells to regenerate the hematopoietic
system in a patient. The Company's license over the patent was forfeited in
February 2025 to allow the Company to direct cash resources towards other
projects.
Advanced Hematopoietic Chimeras
The provisional patent application relating to the Group's proprietary
humanised mouse model, the Advanced Hematopoietic Chimera ("AHC"), is an
application filed by Dr Sandler and Dr Rita Simone in the USA on 20 February
2018. The invention summarised in the patent application is mice whose
hematopoietic system is at least 40% humanised and methods for preparing the
same. The patent was assigned to the Group's subsidiary Immugenyx LLC on 24
May 2018. In June 2019 the Group announced that Immugenyx LLC has further
refined its work to develop the Advanced peripheral blood Hematopoietic
Chimera ("ApbHC") as a research and development tool. The major advantage of
the ApbHC compared to other humanised mouse models known to the Group is the
absence of Graft versus Host Disease, a disease that complicates and often
renders impossible the efficient use of peripheral blood mononuclear cells in
transplanted mice. The ApbHC can potentially be used for testing
multi-specific antibodies, including its own bi-specific CDX antibody, as well
as for the development and testing of new cell therapies involving immune cell
programming such as CAR-T. ApbHC can also potentially be used for the
modelling of autoimmune diseases, such as Systemic Lupus Erythematosus (aka
Lupus), with a goal of developing fundamentally new treatments for those
diseases.
Chimeric Bait Receptor ("CBR")
In March 2022, the Company filed a seminal provisional patent application
protecting its rights to the intellectual property covering its CBR platform
technology, a new paradigm for treating viral infections from which constructs
targeting viral pathogens and potentially malignancies may be derived and for
certain cancer and neurological conditions On 7 September 2023 the Company
filed patent application number WO2023168292 Chimeric Bait Receptors and Uses
Thereof with the World Intellectual Property Organization. At the time of
reporting, it remains to be reviewed and approved by national patent
authorities.
Product development
The Group develops therapies for the treatment of AML, for the treatment of a
range of viral conditions and certain rare cancers and conditions as well as
for the improvement of bone marrow and blood stem cell transplant procedures.
HG-CT-1 is a therapy for the treatment of AML in which a patient's own
T-cells, a type of immune cell, are modified to recognise and kill the
patient's cancer cells. The procedure involves: isolating T-cells from the
patient; modifying the isolated T-cells in a laboratory using a CAR gene
construct (which allows the cells to recognise the patient's cancer);
amplifying (growing to large numbers) the newly modified cells; and
re-introducing the cells back into the patient.
CBR is a broad and versatile range of potential treatments based on the
methodology of programming immune cells using a novel type of modifiable
synthetic receptor to destroy viral pathogens. This approach can also
potentially be used to programme immune cells to destroy malignant cells
causing certain types of cancer and potentially also some neurological
conditions.
CDX aims to treat AML as well as to replace the need for existing methods of
preparation of patients for transplantation, such as chemotherapy and
radiation treatments, and at the same time address the problem of finding
matching stem cell donors whilst reducing the risk of blood stem cell
rejection after transplantation.
The Group's lead product, HG-CT-1, is at the stage of conducting clinical
trials. Its other key products, CDX antibodies, the CBR platform, and CBR, are
currently in preclinical development. In addition, the Group's advanced
hematopoietic chimeric ("AHC") mice have been the subject of collaborations
with other pharmaceutical companies to evaluate AHCs' effectiveness as
platforms for disease modelling and drug discovery and are being used by the
Company currently for its own product development.
The Directors monitor product development through pre-clinical results. The
CDX and CAR-T products have been successfully evaluated in the Group's
proprietary humanised mouse model, achieving proof of concept. Furthermore, we
have achieved notable demonstrations of both CDX's and HG-CT-1's activity
versus AML cells in vitro and in vivo. If successful, the Company may be able
to use the CDX and/or CAR-T products to eliminate relapsed or refractory acute
myeloid leukaemia ("R/R AML") in patients who qualify for bone marrow
transplantation. HG-CT-1 has already entered clinical trials. The Company is
also investigating the possibility of using its CDX antibodies in combination
with other treatments for AML to increase their effectiveness.
A CBR construct designed to target SARS-CoV-2 has been tested in vitro, and in
vivo tests against live replicating viruses are ongoing, as is work on CBR for
use against certain cancers such as Non-Hodgkin Lymphoma ("NHL") certain solid
tumours and neurological conditions.
Diversity
Hemogenyx Pharmaceuticals is committed to workplace diversity which includes
but is not limited to gender, age, ethnicity and cultural background.
Hemogenyx Pharmaceuticals' Diversity Policy defines initiatives which assist
the Company in maintaining and improving the diversity of its workforce. The
table below highlights the proportion of men and women engaged by the Group:
Men Women
Organisation as a whole 2 2
Executive management team 1 -
Board 3 1
The board is comprised of individuals from white British and other white
ethnic backgrounds.
Board of Advisors
The Group engages the services of a Board of Advisors who are highly
experienced in both the clinical development of treatments and regulatory
processes to commercialisation. In addition to Professor Sir Marc Feldmann,
who runs the Board of Advisors in addition to his role as Chairman, the
advisors are:
Dr H. Michael Shepard, Ph.D.
SCIENTIFIC ADVISOR
§ Led the discovery and development of many successful cancer treatments
including Herceptin/trastuzumab - annual sales exceed $6.5 billion worldwide
§ Received Harvard Medical School's prestigious Warren Alpert Prize in
recognition of contributions to the field of cancer treatment research
§ Founded NewBiotics, Inc., by Kiadis Pharma
§ Founded BioLogix, acquired by Symphogen
Dr Koen van Besien M.D.
CLINICAL ADVISOR/MEDICAL DIRECTOR
§ Hematology Chief and Director of the Wesley Center for Immunotherapy at
University Hospitals Seidman Cancer Center
§ Professor of Medicine at NYP-Weill Cornell College of Medicine
§ Developed novel methods of transplantation for those patients who lack
matching donors
§ >200 publications in peer reviewed journals
§ Editor in Chief of the journal Leukemia and Lymphoma
Corporate Responsibility
We have defined the scope of our Group's responsible business practices as
falling within the following key focus areas:
§ Health and Safety - ensuring the safety and well-being of our staff
§ Environment - managing our environmental impact areas of waste, energy and
water
§ Employees - supporting our people to develop and flourish within the
business
§ Community - positive interaction with the communities in which we operate
§ Ethical Standards - operating to the highest ethical standards
We remain committed to ensuring these activities become embedded in how we
operate and contribute towards the success of our business. This includes not
only identifying and managing business risk but exploring opportunities to add
value to the business.
Greenhouse Gas Emissions
Given the nature of its activities, there is limited scope for the Group to
have a major impact on environmental matters. Nevertheless, the Directors are
mindful of their responsibilities in this regard and strive to seek
opportunities where improvements may be made.
Climate-related Financial Disclosures
The Financial Stability Board's Task Force on Climate-related Financial
Disclosures (TCFD) recommendations serve as a global foundation for effective
reporting on the operational and financial implications of the
interrelationship between climate change and business, and set out recommended
disclosures structured under four core elements:
· Governance - The organisation's governance around climate-related
risks and opportunities
· Strategy - The actual and potential impacts of climate-related
risks and opportunities for an organisation's businesses, strategy, and
financial planning
· Risk Management - The processes used by the organisation to
identify, assess, and manage climate-related risks; and
· 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 our current progress against the TCFD recommendations.
TCFD Pillar Recommended Disclosure Hemogenyx Pharmaceuticals Summary
Governance · Board's oversight of climate-related risks and opportunities As a development stage biopharmaceutical business, the Group's operations are
at a relatively small scale and so therefore is its environmental impact.
· Management's role in assessing and managing climate-related risks and Nevertheless, the Board recognises its responsibility to protect the
opportunities environment (particularly as the business scales up).
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 Hemogenyx Pharmaceuticals 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; minimising waste production; and protecting nature and people.
As Hemogenyx Pharmaceuticals enters the next stage of its development,
clinical trials, 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.
In the short-term, clinical trials are not expected to have any impact on the
Company's environmental impact as research will remain small and within the
same facilities it currently operates from. However, this will be continually
monitored.
Risk Management · Identifying and assessing climate-related risks Given the small scale of its current operations, Hemogenyx Pharmaceuticals has
the ability to embed climate-related risk management systems into its overall
· Managing climate-related risks internal control systems from an early stage of its journey, thus almost
eliminating the occurrence of transition risk.
· Integration into overall risk management
As operations scale up in the coming years, 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. The Group will seek to collect, structure, and effectively disclose
· Scope 1, Scope 2, and Scope 3 emissions. related performance data for the material climate-related risks and
opportunities identified where relevant.
· Climate-related targets
The Board will also look to adopt SASB recommended disclosures in the next 2-3
years.
The Group already minimises business travel, and therefore energy use and
emissions, through the use of Internet-based communications tools. It has a
policy of preferring devices with low energy consumption where a choice is
available, and switching them off when not in use.
Principal Risks and Uncertainties
The Group operates in an uncertain environment and is subject to a number of
risk factors. The Directors have carried out a robust assessment of the
principal risks facing the Group, including those that threaten its business
model, future performance, solvency or liquidity. They consider the following
risk factors are of particular relevance to the Group's activities and to any
investment in the Group. It should be noted that the list is not exhaustive
and that other risk factors not presently known or currently deemed immaterial
may apply.
The risk factors are summarised below:
Risks relating to the Group's business strategy
The Group's business is relatively undeveloped
The operations of Hemogenyx Pharmaceuticals are at a relatively early stage
and, to date, no commercial sales of its products have been made. The ability
of the Group to achieve commercialisation is dependent on a number of factors,
many of which are outside of the Group's control. Examples of factors outside
of the Group's control are capital market conditions, FDA approval and
competition.
Business strategy of the Group
The development of clinical products for new medical treatments is inherently
uncertain, with high failure rates in clinical studies for both early and
late-stage development products and such clinical studies can be expensive,
time-consuming and complicated and there is no certainty as to the outcome of
such studies. Even once clinical studies have been successfully carried out,
later phase trials may not successfully replicate or improve on such outcomes.
Staffing and key personnel
The Group is reliant on a number of the key personnel, in particular Dr
Vladislav Sandler who is the founder of Hemogenyx Pharmaceuticals (refer to
Corporate Governance Report for further detail). Whilst the Group has
endeavoured to ensure that it has contractual arrangements which include
non-compete restrictions in place with such persons to lessen the risk of them
ceasing to be involved with the Group, in the event that the Group was to lose
the services of such individuals, its results could be adversely affected.
Costs of commercialisation
The ability of the Group to bring its products to first commercial sale will
be dependent in part on the overall costs of manufacturing and the costs
involved could be significant and there is no guarantee that the sale prices
achievable for its products will be viable and sustainable.
Clinical studies and timelines risk
Hemogenyx Pharmaceuticals is currently progressing its product candidates
through preclinical development and the first stages of clinical trials.
Although encouraging results have been achieved so far, there can be no
certainty that these results can be reproduced in clinical trials and as
existing clinical trial progresses. The monies raised in Placings and
Subscriptions support those preclinical and clinical development activities.
The development of clinical products for new medical treatments is inherently
uncertain, with high failure rates in clinical studies for both early- and
late-stage development products. Furthermore, such clinical studies (Phase 1,
Phase 2a/2b, Phase 3) are typically expensive, complex, can take considerable
time to complete and have uncertain outcomes.
Furthermore, as a result of adverse, undesirable, unintended or inconclusive
results from any testing or clinical trials, the future progress, planning and
potential treatment outcome of the products and clinical programmes may be
affected and may potentially prevent or limit the commercial use of one, many
or all of the Company's products. In addition, later phase clinical trials may
fail to show the desired safety and efficacy obtained in earlier studies, and
a successful completion of one stage of clinical development of an
investigational clinical product does not ensure that subsequent stages of
clinical development will be successful.
Failure can occur at any stage of clinical development and, as a result,
enforced delays to the clinical development plan could delay or prevent
commercialisation of the Company's product candidates. Various factors
associated with the potential failure or delay in completing a clinical
programme include, but are not limited to:
§ Delays in securing clinical investigators or clinical study sites;
§ Delays in securing any regulatory authority, hospital ethics committee, or
institutional review board approval or approvals necessary to commence a
clinical study;
§ Delays or failure to recruit a sufficient number of clinical study
participants in accordance with the clinical study protocol;
§ Difficulty or inability to monitor subjects adequately during or after
treatment;
§ Inability to replicate in Phase 3 controlled studies any safety and
efficacy data obtained from controlled Phase 2a/2b clinical studies;
§ Difficulty or inability to secure clinical investigator compliance to
follow the approved clinical study protocol; and
§ Unexpected adverse events or any other safety or related issues.
Research and development risk
The Group operates in the biotechnology and bio-pharmaceutical development
sectors and carries out complex scientific research. If the research or
preclinical testing or clinical trials of any of Hemogenyx Pharmaceuticals'
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. Positive results from preclinical and early clinical studies do
not guarantee positive results from clinical trials required to permit
application for regulatory approval. Furthermore, the Group may discontinue
the development of candidates if results are not positive or unlikely to
further its progress towards a meaningful outcome or collaboration.
Intellectual property (IP) infringement
The Group may be subject to future litigation concerning its own IP and the IP
of others. Adverse judgements in relation to its IP would likely have negative
outcomes for its results of operations.
Environmental and other regulatory requirements
The event of a breach with any environmental or regulatory requirements may
give rise to reputational, financial or other sanctions against the Group, and
therefore the Board considers these risks seriously and designs, maintains and
reviews its policies and processes so as to mitigate or avoid these risks.
Whilst the Board has a good record of compliance, there is no assurance that
the Group's activities will always be compliant.
Financing
The Group's ability to develop its products through to commercial sales will
depend upon the Group's ability to obtain financing primarily through a
further raising of new equity capital. Although the Group has been successful
in raising new equity capital, there can be no guarantee that it will be able
to do so in the future. The Group may not be successful in procuring the
requisite funds on terms which are acceptable to it (or at all) and, if such
funding is unavailable, would raise questions over its ability to further
develop its products through to commercialisation. Further, Shareholders'
holdings of Ordinary Shares may be materially diluted if debt financing is not
available.
Market conditions
Market conditions, including general economic conditions and their effect on
exchange rates, interest rates and inflations rates, may impact the ultimate
value of the Group regardless of its operating performance. The Group also
faces competition from other organisations, some of which may have greater
resources or be more established in a particular territory. The Board
considers and reviews all market conditions to try and mitigate any risks that
may arise from these.
Political and country risk
The departure of the UK from the EU continues to have a negligible impact on
the business as current operations are principally in the US. Any further
changes in international trade, tariff and import/export regulations may
impose unexpected duty costs or other non-tariff barriers on the Group. The
Company is monitoring matters and will seek advice, where necessary, as to how
to mitigate the risks arising. The Company has not experienced and does not
anticipate that there will be any impact, including on its personnel or supply
chain, as a result of the on-going war in Ukraine and the Middle East save for
a general increase in inflation such as of the cost of energy.
Directors' Report for the year ended 31 December 2025
The Directors present their report with the audited financial statements of
the Group for the year ended 31 December 2025.
The Company's Ordinary Shares were admitted to listing on the London Stock
Exchange under the name Silver Falcon plc, on the Official List pursuant to
Chapters 14 of the Listing Rules, which sets out the requirements for Standard
Listings, on 9 November 2015.
On 4 October 2017 the Company's shareholders voted in favour of acquiring the
biotechnology company Hemogenyx Pharmaceuticals Limited, with shares being
readmitted to trading on 5 October 2017 under the name Hemogenyx
Pharmaceuticals plc.
Principal Activity
The Group's principal activity is the discovery, development and
commercialisation of a suite of products to address current problems
associated with the treatment of blood disorders such as cancers and
autoimmune diseases, and with viral infections. Hemogenyx Pharmaceuticals'
distinct and complementary products include immunotherapy product candidates
for the treatment of AML and other blood malignancies and potentially patient
conditioning for bone marrow transplantation (the CDX bi-specific antibody and
CAR-T therapy). Each of these products holds the potential to revolutionise
the way diseases of the blood are treated, offering solutions that mitigate
the dangers and limitations associated with the current standard of care.
Additionally, the Group has two platform technologies: its Advanced peripheral
blood Hematopoietic Chimeras, a form of humanised mouse used to model diseases
including autoimmune conditions and to test multi-specific antibody
treatments; and Chimeric Bait Receptors or CBR, a novel way to create
constructs potentially capable of programming immune cells to attract and
destroy a wide range of viruses and malignant (cancer-causing) cells.
The Group has two companies that are located outside of the UK. The principal
laboratory of the Group is located in Manhattan, New York, USA.
Results and Dividends
The Consolidated Statement of Comprehensive Income set out on page 45 shows a
loss for the year amounting to £9,767,253 (2024: £5,625,478). The Directors
do not propose a dividend in respect of the year ended 31 December 2025 (31
December 2024: nil).
Directors and Directors' Interests
The Directors who held office during the year and up to the date of this
report were as follows:
Date Appointed Date Resigned
Professor Sir Marc Feldmann 9 April 2018 -
Dr Vladislav Sandler 4 October 2017 -
Alexis Sandler 4 October 2017 -
Peter Redmond 29 July 2015 -
The Directors of the Company who held office at 31 December 2025 had the
following beneficial interests in the Ordinary shares of the Company at 31
December 2025 according to the register of directors' interests:
Director At 31 December 2025 At 31 December 2024
Professor Sir Marc Feldmann - -
Peter Redmond* 13,991 13,991
Dr Vladislav Sandler 113,861 103,861
Alexis Sandler 187,726 187,726
* Peter Redmond holds the majority of these shares through Catalyst Corporate
Consultants Ltd of which he is the sole shareholder.
At the date of this report, there have been no further changes to the
Directors' beneficial interest in the Ordinary shares of the Company as
disclosed in the table above.
According to the Register of Directors' Interests, no rights to subscribe for
shares in or debentures of Group companies were granted to any of the
Directors or their immediate families, or exercised by them, during the
financial year, save for the annual grant of 10,000 ownership units in
Immugenyx LLC due to Dr Vladislav Sandler under the terms of his appointment
as CEO and Chief Scientific Officer of that company. Grants of options are as
indicated below (see Note 18 for detail on option plans):
Options
Date of grant Number of options at start of year Options granted or acquired during year Options lapsed during year Number of options at end of year
Name
Professor Sir Marc Feldmann 9 Apr 2018 18,753 - (15,002) 3,751
18,753 - (15,002) 3,751
Dr Vladislav Sandler 20 August 2020 212,350 - (12,500) 199,850
212,350 - - 199,850
Peter Redmond 13 July 2020 5,500 - (5,500) -
5,500 - (5,500) -
Qualifying Third Party Indemnity Provision
At the date of this report, the Company has a third-party indemnity policy in
place for all Directors.
Substantial Shareholders
As at 31 December 2025, the total number of issued Ordinary Shares with voting
rights in the Company was 6,041,255. The Company has been notified of the
following interests of 3 per cent or more in its issued share capital as at
the date of approval of this report:
Party Name Number of Ordinary Shares % of Share Capital
David John Smith 399,478 6.61
Alexis Sandler 187,726 3.11
Share Capital
Details of the issued share capital, together with details of the movement in
issued share capital during the year, are shown in Note 16 to the financial
statements.
Share capital comprises 6,041,255 Ordinary shares (0.43%) and 1,401,815,988
Deferred shares (99.57%).
Financial Instruments
Details of the use of the Company's financial risk management objectives and
policies as well as exposure to financial risk are contained in the Accounting
Policies and Note 22 of the financial statements.
Future Developments and Events Subsequent to the Year End
Details of the Group's future developments and events subsequent to the year
end are set out in the Chairman's Statement and Directors' Strategic Report on
pages 3 and 10 respectively.
Corporate Governance
The Corporate Governance report is disclosed on page 25.
Going Concern
The Company's business activities, together with facts likely to affect its
future operations and financial and liquidity positions are set out in the
Chairman's Statement and Directors' Strategic Report on pages 3 and 9
respectively. In addition, Note 22 to the financial statements discloses the
Company's capital risk management policy and Note 2 details further
considerations made by the Directors in respect of going concern.
The Directors, having made 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 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.
Political Donations
The Group made no political donations during the year (2024: £nil).
Charitable Donations
There were no charitable donations made by the Group in the current or prior
year.
Greenhouse gas emissions
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.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the Group
and Company financial statements in accordance with UK-adopted international
accounting standards.
Under Company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of the Group for
that year.
In preparing these financial statements, the Directors are required to:
· Select suitable accounting policies and then apply them
consistently;
· Make judgments and accounting estimates that are reasonable and
prudent;
· State whether applicable UK-adopted international accounting
standards have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
· Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Company will continue
in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group and parent company's transactions and
disclose with reasonable accuracy at any time
the financial position of the Group and parent company and enable them to
ensure that the financial statements and the Directors' remuneration report
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Group and parent company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities. They
are also responsible to make a statement that they consider that the annual
report and accounts, taken as a whole, is fair, balanced, and understandable
and provides the information necessary for the shareholders to assess the
Group and parent company's position and performance, business model and
strategy.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of the financial statements may differ from legislation in other
jurisdictions.
Directors' Responsibility Statement Pursuant to Disclosure and Transparency
Rules
Each of the Directors, whose names and functions are listed on page 1,
confirms that, to the best of their knowledge and belief:
· the group and company financial statements have been prepared in
accordance with UK-adopted international accounting standards, and give a true
and fair view of the assets, liabilities, financial position and loss of the
Group; and
· the Annual Report and financial statements, including the
Business review, includes a fair review of the development and performance of
the business and the position of the Group and parent company, together with a
description of the principal risks and uncertainties that they face.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit information of
which the Company's auditors are unaware, and each Director has taken all the
steps that he ought to have taken as a Director in order to make himself aware
of any relevant audit information and to establish that the Company's auditors
are aware of that information.
Approved by the Board on 30 April 2026
Dr Vladislav Sandler
CEO
Governance Report
Introduction
The Company recognises the importance of, and is committed to, high standards
of Corporate Governance. The Company has voluntarily applied the main and
supporting principles set out in the UK Code of Corporate Governance published
by the Financial Reporting Council in 2018 ("the Code"). The Code has been
followed to the extent practicable for a company of its size and nature. The
Code can be found at
https://www.frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code.
The ways in which the Company has applied the Code are explained below:
§ The Code requires that a smaller company should have at least two
Independent Non-Executive Directors. As at 31 December 2025 the Board
consisted of an Executive Director and three Non-Executive Directors. The
Non-Executive Directors are interested in either ordinary shares in the
Company, options over ordinary shares in the Company, or both, and cannot
therefore be considered fully independent under the Code. The remuneration of
the Non-Executive Directors includes options and this is contrary to best
practice, and thus the Company is not in full compliance. However, the
Directors consider the present structure and arrangements to be adequate given
the size and stage of development of the Company, and all are considered to be
independent in character and judgement.
§ Directors appointed by the Board are subject to election by shareholders at
the Annual General Meeting of the Company following their appointment and
thereafter are subject to re-election in accordance with the Company's
articles of association. The terms and conditions of appointment of
Non-Executive Directors will be made available upon written request.
The Board has voluntarily adopted a code for Directors' dealings based on the
Model Code contained in the Listing Rules of the UK Listing Authority that was
previously in force. The Board will be responsible for taking all proper and
reasonable steps to ensure compliance with the code by the Directors.
Compliance with the code is being undertaken on a voluntary basis and the FCA
will not have the authority to (and will not) monitor the Company's voluntary
compliance with it, nor to impose sanctions in respect of any failure by the
Company to so comply. In addition, the Company will take all proper and
reasonable steps to ensure compliance by the Founders with the Code for
dealings in the Ordinary Shares.
The Company is small with a modest resource base. The Company has a clear
mandate to optimise the allocation of limited resources to support its
development plans. As such, the Company strives to maintain a balance between
conservation of limited resources and maintaining robust corporate governance
practices. As the Company evolves, the Board is committed to enhancing the
Company's corporate governance policies and practices deemed appropriate for
the size and maturity of the organisation.
Set out below are the Company's corporate governance practices for the year
ended 31 December 2025.
Committees
The Company has established audit, remuneration and nomination committees.
Audit Committee
The Audit Committee has responsibility for, among other things, the monitoring
of the integrity of the financial statements of the Company and its Group and
the involvement of the Group's auditors in that process. It focuses in
particular on compliance with accounting policies and ensuring that an
effective system of external audit and financial control is maintained,
including considering the scope of the annual audit and the extent of the
non-audit work undertaken by external auditors and advising on the appointment
of external auditors. The ultimate responsibility for reviewing and approving
the annual report and accounts and the half-yearly reports remains with the
Board. The Audit Committee will meet at least three times a year at the
appropriate times in the financial reporting and audit cycle.
The members of the Audit Committee are Peter Redmond, who acts as chairman of
the committee, and Alexis Sandler.
The Group's external auditor is PKF Littlejohn LLP who has served as external
auditor for eleven years. The role of external auditor last went to tender in
2025 in respect of the year ended 31 December 2025 and PKF Littlejohn LLP was
deemed to be the most appropriate candidate to serve as the Group's external
auditor.
The Audit Committee closely monitors the level of audit and non-audit services
that it provides to the Company and Group.
During the year to 31 December 2025 the Audit Committee considered the
following key issues in relation to the Financial Statements:
Issue Action
· Accounting policies The Committee reviewed and discussed the significant accounting policies with
management and the external auditor and reached the conclusion that each
policy was appropriate to the Group.
· Carrying value of investment in Hemogenyx Pharmaceuticals LLC The Committee reviewed the impairment assessment report prepared by management
and agreed that given the reasonable expectation that the Group will achieve
its milestone targets over the next 18 months no impairment to the value of
the investment in Hemogenyx Pharmaceuticals LLC was required as at 31 December
2025.
· Carrying value of licensed intangible assets The Committee reviewed the impairment assessment report prepared by management
and agreed that given the licenses are still active and the licensing parties
have not expressed a want to revoke the Company's rights no impairment to the
value of licensed intangible assets, being rights to certain intellectual
property of Eli Lilly and Company, was required as at 31 December 2025.
· Going concern review The Committee considered the ability of the Group to operate as a Going
Concern considering cash flow forecasts for the next 12 months and milestone
achievements. It was determined by the Committee that it was reasonable to
expect that the Group has or will have access to sufficient funding in order
to achieve its 12-month milestone targets. The Board believes it is
appropriate to adopt the going concern basis in the preparation of the
financial statements.
· Review of audit and non-audit services and fees The external auditor is engaged by the Group to carry out a review of the
interim financial statements which represents non-audit work.
The Committee reviewed the fees charged for the provision of audit and
non-audit services and determined that they were in line with fees charged to
companies of similar size and stage of development.
The Committee considered and was satisfied the external auditor's assessment
of its own independence.
· Classification and valuation of warrants The Committee reviewed management\s assessment that the instruments fail the
fixed for fixed criterion and are appropriately classified as derivative
financial liabilities. It considered the valuation methodology, including the
use of a Monte Carlo model and key assumptions applied.
Remuneration Committee
The remuneration committee reviews the performance of the Executive Directors
and makes recommendations to the Board on matters relating to their
remuneration and terms of employment. The committee also makes recommendations
to the Board on proposals for the granting of share awards and other equity
incentives pursuant to any share award scheme or equity incentive scheme in
operation from time to time. The Remuneration Committee will meet at least
twice a year.
The members of the Remuneration Committee are Peter Redmond, who acts as
chairman of the committee, and Alexis Sandler.
Nomination Committee
The Nomination Committee is responsible for considering and making
recommendations to the Board in respect of appointments to the Board, the
Board committees and the chairmanship of the Board committees. It is also
responsible for keeping the structure, size and composition of the Board under
regular review, and for making recommendations to the Board with regard to any
changes necessary, taking into account the skills and expertise that will be
needed on the Board in the future. The Nomination Committee meets at least
once a year.
The members of the Nomination Committee are Peter Redmond, who acts as
chairman of the committee, Professor Sir Marc Feldmann, and Alexis Sandler.
Leadership
The Company is headed by an effective Board which is collectively responsible
for the long-term success of the Company.
The role of the Board: the Board sets the Company's strategy, ensuring that
the necessary resources are in place to achieve the agreed strategic
priorities, and reviews management and financial performance. It is
accountable to shareholders for the creation and delivery of strong,
sustainable financial performance and long-term shareholder value. To achieve
this, the Board directs and monitors the Company's affairs within a framework
of controls which enable risk to be assessed and managed effectively. The
Board also has responsibility for setting the Company's core values and
standards of business conduct and for ensuring that these, together with the
Company's obligations to its stakeholders, are widely understood throughout
the Company. The Board has a formal schedule of matters reserved which is
provided later in this report.
Board Meetings: the core activities of the Board are carried out in scheduled
meetings of the Board. These meetings are timed to link to key events in the
Company's corporate calendar and regular reviews of the business are
conducted. Additional meetings and conference calls are arranged to consider
matters which require decisions outside the scheduled meetings. During the
year, the Board met formally on 31 occasions.
Outside the scheduled meetings of the Board, the Directors maintain frequent
contact with each other to discuss any issues of concern they may have
relating to the Company or their areas of responsibility, and to keep them
fully briefed on the Company's operations.
Matters reserved specifically for the Board: the Board has a formal schedule
of matters reserved that can only be decided by the Board. The key matters
reserved are the consideration and approval of:
· The Company's overall strategy;
· Financial statements and dividend policy;
· Management structure including succession planning, appointments
and remuneration; material acquisitions and disposal, material contracts,
major capital expenditure projects and budgets;
· Capital structure, debt and equity financing and other matters;
· Risk management and internal controls;
· The Company's corporate governance and compliance arrangements;
and
· Corporate policies
Summary of the Board's work in the year: during the year, the Board considered
all relevant matters within its remit, but focused in particular on the
development and risk diversification of the Company.
Attendance at Board meetings
Number held and entitled to attend Number attended
Dr Vladislav Sandler 26 26
Professor Sir Marc Feldmann 26 8
Alexis Sandler 26 26
Peter Redmond 26 20
The Board is pleased with the high level of attendance and participation of
Directors at Board and committee meetings.
The Chairman sets the Board Agenda and ensures adequate time for discussion.
Non-Executive Directors: the Non-Executive Directors bring a broad range of
business and commercial experience to the Company and have a particular
responsibility to challenge independently and constructively the performance
of the Executive management (where appointed) and to monitor the performance
of the management team in the delivery of the agreed objectives and targets.
All directors with the exception of the CEO and Professor Sir Marc Feldmann
were appointed for an initial term of 12 months. These terms were extended by
mutual agreement after satisfactory performance and re-election by
shareholders.
Other governance matters: all of the Directors are aware that independent
professional advice is available to each Director in order to properly
discharge their duties as a Director. In addition, each Director and Board
committee has access to the advice of the Company Secretary.
The Company Secretary: the Company Secretary during the year Westend Corporate
LLP.
Effectiveness
For the period under review the Board comprised a Chief Executive Officer, a
Non-Executive Chairman, and two Non-Executive Directors. Biographical details
of the Board members are set out on page 7 of this report.
The Directors are of the view that the Board and its committees consist of
Directors with an appropriate balance of skills, experience and diverse
backgrounds to enable them to discharge their duties and responsibilities
effectively.
The Non-Executive Directors bring a broad range of business and commercial
experience to the Company. The Board has considered the independence of each
Non-Executive Director and taken into account relevant guidance and best
practice including factors such as tenure, external appointments and any
relationships that give rise to conflicts. Whilst the board is satisfied, they
exercise independent judgement, the auditor has noted certain factors
perceived to impact non-independence under applicable governance guidelines.
The Board continues to keep these matters under review and will take them into
consideration in future board composition and succession planning.
Appointments: the Board is responsible for reviewing and the structure, size
and composition of the Board and making recommendations to the board with
regards to any required changes.
Commitments: all Directors have disclosed any significant commitments to the
Board and confirmed that they have sufficient time to discharge their duties.
Induction: all new Directors received an induction as soon as practical on
joining the Board.
Conflict of interest: a Director has a duty to avoid a situation in which he
or she has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict with the interests of the Company. The Board had
satisfied itself that there is no compromise to the independence of those
Directors who have appointments on the Boards of, or relationships with,
companies outside the Company. The Board requires Directors to declare all
appointments and other situations which could result in a possible conflict of
interest.
Board performance and evaluation: Hemogenyx Pharmaceuticals plc has a policy
of appraising Board performance annually. Having reviewed various approaches
to Board appraisal, it has concluded that for a company of its current scale,
an internal process in which all Board members submit answers to a
questionnaire that considers the functionality of the Board and its committees
is most appropriate at this stage.
Accountability
The Board is committed to providing shareholders with a clear assessment of
the Company's position and prospects. This is achieved through this report and
as required in other periodic financial and trading statements.
Going concern: the Company's business activities, together with factors likely
to affect its future operations, financial position, and liquidity position
are set out in the Chairman's Statement and the principal risks and
uncertainties sections of the Directors' Strategic Report. In addition, the
Notes to the Financial Statements disclose the Company's financial risk
management practices with respect to its capital structure, liquidity risk,
interest rate risk, credit risk, and other related matters.
The Directors, having made due and careful enquiry, are of the opinion that
the Company has or will have adequate working capital to execute its
operations and has the ability to access additional financing over the next 12
months. The Directors, therefore, have made an informed judgement, at the time
of approving 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.
Internal controls: the Board of Directors reviews the effectiveness of the
Company's system of internal controls in line with the requirement of the
Code. The internal control system is designed to manage the risk of failure to
achieve its business objectives. This covers internal financial and
operational controls, compliances and risk management. The Company has
necessary procedures in place for the year under review and up to the date of
approval of the Annual Report and financial statements. The Directors
acknowledge their responsibility for the Company's system of internal controls
and for reviewing its effectiveness. The Board confirms the need for an
ongoing process for identification, evaluation and management of significant
risks faced by the Company. The Directors carry out a risk assessment before
signing up to any commitments.
Workforce policies and practices
The Board is responsible for ensuring that workforce policies and practices
are consistent with the Group's values and support its long-term sustainable
success, and that staff are able to raise any matters of concern. The
Non-executive Director designated to engage with the workforce on these
matters is Alexis Sandler. Ms Sandler, and in turn the Board, review the
Group's policies and procedures, including anti-harassment and discrimination
policies, sexual harassment reporting procedures, and procedures for reporting
grievances or other concerns, and oversee the proportionate and independent
investigation of any matters arising from
them. These policies are provided to workers prior to the start of their work
with the Group, and hard copies are posted prominently in the Group's
operating premises together with other legally required notices.
Relations with stakeholders
The Company is committed to a continuous dialogue with shareholders as it
believes that this is essential to ensure a greater understanding of and
confidence amongst its shareholders in the medium- and longer-term strategy of
the Group and in the Board's ability to oversee its implementation. It is the
responsibility of the Board as a whole to ensure that a satisfactory
dialogue takes place.
Section 172 of the Companies Act 2006 requires Directors to take into
consideration the interests of stakeholders in their decision making. The
Board is committed to understanding and engaging with all key stakeholder
groups of the Company in order to maximise value and promote long-term Company
success in line with our strategic objectives. The Board recognises its duties
under Section 172 and continuously has regard to how the Company's activities
and decisions will impact employees, those with which it has a business
relationship, the community and environment and its reputation for high
standards of business conduct. In weighing all of the relevant factors, the
Board, acting in good faith and fairly between members, makes decisions and
takes actions that it considers will best lead to the long-term success of the
Company.
During the year, the Board assessed its current activities between the Board
and its stakeholders, which demonstrated that the Board actively engages with
its stakeholders and takes their various objectives into consideration when
making decisions. Specifically, actions the Board has taken to engage with its
stakeholders in 2025 include:
· Attended the 2025 AGM and GM, and prepared to answer any
questions raised by shareholders;
· Arranged meetings with certain stakeholders to provide them with
updates on the Company's research and development activities and other general
corporate updates;
· Made presentations at conferences and published recordings and
slide decks on the Company's research and development;
· Evaluated the relationships with the Company's various
collaborators through management and identified ways to strengthen
relationships and arrangements with key collaborations; and
· Monitored company culture and engaged with employees on efforts
to continuously improve company culture and morale;
· Released regular RNS's.
The Board believes that appropriate steps and considerations have been taken
during the year so that each Director has an understanding of the various key
stakeholders of the Company. The Board recognises its responsibility to
contemplate all such stakeholder needs and concerns as part of its
discussions, decision-making, and in the course of taking actions, and will
continue to make stakeholder engagement a top priority in the coming years.
The Board's primary shareholder contact is through Peter Redmond, the
Non-Executive Director responsible for shareholder relations. The Chairman,
the CEO and other Directors, as appropriate, make themselves available for
contact with major shareholders and other stakeholders in order to understand
their issues and concerns.
The Company plans to use the AGM as an opportunity to communicate with its
shareholders. Notice of the AGM will be issued shortly and at least 21 days
before the date of the meeting. To ensure compliance with the Governance Code,
the Board proposes separate resolutions for each issue, and proxy forms allow
shareholders who are unable to attend the AGM to vote for or against or to
withhold their vote on each resolution. The results of all proxy voting will
be published on the Group's web site after the AGM. Shareholders who attend
the AGM will have the opportunity to ask questions.
The Group's web site at https://hemogenyx.com is the primary source of
information on the Group. The web site includes an overview of the activities
of the Group and all recent Group announcements.
Viability statement
In accordance with the UK Corporate Governance Code published in July 2018,
the Directors have assessed the prospects of the Group and concluded that it
is appropriate to adopt the going concern basis of accounting based on the
amount of cash on hand at the end of the year and at the time of publication
of this report. The assessment of going concern is disclosed in Note 2.
In reviewing the Company's viability over a period that extends out two years
from the year end, management understands that the Company will need to seek
further funding in order to continue to execute its strategy. The Directors
have considered the Group's current financial position, its forecast cash
flows, and the principal risks and uncertainties facing the business,
including the timing and outcome of clinical development milestones and the
availability of future financing.
Based on this assessment, the Directors have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as they
fall due over the assessment period. Accordingly, the Directors confirm that
they have a reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over that period.
The Board's assessment of the Group's current position and principal risks are
disclosed in the Directors' Strategic Report on page 9 of this report.
Dr Vladislav Sandler
CEO
Directors' Remuneration Report
The Company has an established remuneration committee. The Committee reviews
the scale and structure of the Directors' fees, taking into account the
interests of shareholders and the performance of the Company and directors.
The items included in this report are unaudited unless otherwise stated.
Statement of Hemogenyx Pharmaceutical plc's Policy on Directors' Remuneration
by the Chairman of the Remuneration Committee
As Chairman of the Remuneration Committee I am pleased to introduce our
Directors' Remuneration Report. One of the Remuneration Committee's aims is to
provide clear, transparent remuneration reporting for our shareholders which
adheres to the best practice corporate governance principles that are required
for listed organisations.
The Directors' Remuneration Policy, which is set out in this report, will be
submitted to shareholders for approval at our Annual General Meeting.
A key focus of the Directors' Remuneration Policy is to align the interests of
the Directors to the long-term interests of the shareholders and aims to
support a high-performance culture with appropriate reward for superior
performance, without creating incentives that will encourage excessive risk
taking or unsustainable company performance. This is underpinned through the
implementation and operation of incentive plans.
Key Activities of the Remuneration Committee
The key activities of the Remuneration Committee are:
§ to determine and agree with the Board the framework or broad policy for the
remuneration of the Company's chairman, chief executive, the executive
directors, the company secretary and such other members of the executive
management as it is designated to consider;
§ in determining such policy, take into account all factors which it deems
necessary including relevant legal and regulatory requirements, the provisions
and recommendations of the UK Corporate Governance Code (the "Code") and
associated guidance. The objective of such policy shall be to ensure that
members of the executive management of the Company are provided with
appropriate incentives to encourage enhanced performance and are, in a fair
and responsible manner, rewarded for their individual contributions to the
success of the Company;
§ recommend and monitor the level and structure of remuneration for senior
management;
§ when setting remuneration policy for directors, review and have regard to
the remuneration trends across the Company, and review the on-going
appropriateness and relevance of the remuneration policy;
§ obtain reliable, up-to-date information about remuneration in other
companies. To help it fulfil its obligations the Committee shall have full
authority to appoint remuneration consultants and to commission or purchase
any reports, surveys or information which it deems necessary, within any
budgetary restraints imposed by the Board;
§ be exclusively responsible for establishing the selection criteria,
selecting, appointing and setting the terms of reference for any remuneration
consultants who advise the Committee;
§ approve the design of, and determine targets for, any performance related
pay schemes operated by the Company and approve the total annual payments made
under such schemes;
§ review the design of all share incentive plans for approval by the Board
and shareholders. For any such plans, determine each year whether awards will
be made, and if so, the overall amount of such awards, the individual awards
to executive directors, company secretary and other designated senior
executives and the performance targets to be used;
§ ensure that contractual terms on termination, and any payments made, are
fair to the individual, and the Company, that failure is not rewarded and that
the duty to mitigate loss is fully recognised; and
§ oversee any major changes in employee benefits structures throughout the
Company.
Members
The Remuneration Committee comprises the following independent Non-Executive
Directors:
Name Date of appointment
Position
Peter Redmond Chairman 5 October 2017
Alexis Sandler Member 5 October 2017
Remuneration Components
The Company remunerates directors in line with best market practice in the
industry in which it operates. The components of Director remuneration that
are considered by the Board for the remuneration of directors in future years
are likely to consist of:
· Base salaries
· Pension and other benefits
· Annual bonus
· Share incentive arrangements
The Executive Director has entered into a service agreement with the Company
and the Non-Executive Directors have entered into letters of appointment with
the Company.
All such contracts impose certain restrictions as regards the use of
confidential information and intellectual property and the Executive
Director's service contract imposes restrictive covenants which apply
following the termination of the agreement.
The Executive Director Dr Vladislav Sandler is entitled to pay at a rate of
£1,500 per day for time spent in the UK on the Company's business. In
addition, Dr Sandler has a separate contract with Hemogenyx Pharmaceuticals
LLC effective 1 September 2017 appointing him as CEO and Chief Scientific
Officer of that company for an initial three-year term with automatic
continuation and setting out his duties in relation to his day-to-day to work
in connection with Hemogenyx Pharmaceuticals' product candidates. Pursuant to
this contract, Dr Sandler was entitled to receive $389,000 in December 2025
and four weeks' holiday a year. Dr Sandler is also subject to certain
non-compete and non-interference covenants in the event of its termination
(subject to certain limited exceptions). Dr Sandler also has a separate
contract with Immugenyx LLC effective from 1 January 2019 appointing him as
CEO and Chief Scientific Officer of that company for an initial three-year
term with automatic continuation and setting out his duties in relation to his
day-to-day work in connection with Immugenyx's development of its AHC.
Pursuant to this contract, Dr Sandler receives $64,889 (2024: $64,889) and
10,000 ownership units in Immugenyx LLC per annum. This contract has the same
noncompete and non-interference covenants in the event of its termination as
his contract with Hemogenyx Pharmaceuticals LLC.
Other Matters
The Company does not currently have any annual or long-term incentive schemes
or any other scheme interests in place for any of the Directors.
The Company has established a workplace pension scheme but it does not
presently have any employees qualifying under the auto-enrolment pension rules
who have not opted out of the scheme. It makes matching contributions to a
401(k) pension plan for employees in the US of up to 4%. The Company has not
paid out any excess retirement benefits to any Directors or past Directors.
The Company has not paid any compensation to past Directors.
Recruitment Policy
Base salary levels will take into account market data for the relevant role,
internal relativities, their individual experience and their current base
salary. Where an individual is recruited at below market norms, they may be
re-aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the Company
will meet certain relocation and/or incidental expenses as appropriate.
Payment for Loss of Office
The Committee will honour Executive Directors' contractual entitlements.
Service contracts do not contain liquidated damages clauses. If a contract is
to be terminated, the Committee will determine such mitigation as it considers
fair and reasonable in each case. There is no agreement between the Company
and its Executive Directors or employees, providing for compensation for loss
of office or employment that occurs because of a takeover bid.
The Committee reserves the right to make additional payments where such
payments are made in good faith in discharge of an existing legal obligation
(or by way of damages for breach of such an obligation); or by way of
settlement or compromise of any claim arising in connection with the
termination of an Executive Director's office or employment.
Service Agreements and Letters of Appointment
The Executive Director's service agreement had an initial term of two years
and may subsequently be terminated by the Company or the Executive Director by
giving 6 months' notice.
Date of service agreement Notice period by Company (months) Notice period by Director (months)
Name
Dr Vladislav Sandler 4 October 2017 6 6
The Non-Executive Directors of the Company do not have service contracts but
are appointed by letters of appointment. Each Non-Executive Director's term of
office runs for an initial period of one year unless terminated earlier upon
written notice or upon their resignations.
The terms of the Non-Executive Directors' appointments are subject to their
re-election by the Company's shareholders at any Annual General Meeting at
which the Non-Executive Directors stand for re-election.
The details of each Non-Executive Director's current term are set out below:
Notice period by Company (months) Notice period by Director (months)
Current term (years)
Date of service agreement Date of resignation
Name
Alexis Sandler 4 October 2017 8 3 3 -
Peter Redmond 4 October 2017 8 3 3 -
Professor Sir Marc Feldmann 11 October 2024 2 3 3 -
Executive Directors' Remuneration (audited)
The table below sets out the remuneration received by each Executive Director
for the years ended 31 December 2025 and 2024. Dr Vladislav Sandler was the
highest paid Director:
Basic salary Pension Total
Executive Directors 2025 2025 2025
£'000 £'000 £'000
Dr Vladislav Sandler 350 8 358
Total 350 8 358
At 31 December 2025, an amount of £115,217 was included within trade and
other payables representing accrued compensation owed to Dr Vladislav Sandler,
Chief Executive Officer, in respect of remuneration shortfalls at the
subsidiary level.
Basic salary Pension Total
2024 2024 2024
Executive Directors £'000 £'000 £'000
Dr Vladislav Sandler 351 5 356
Total 351 5 356
Non-Executive Directors' Remuneration (audited)
The table below sets out the remuneration received by each Non-Executive
Director during the years ended 31 December 2025 and 2024:
Basic salary Total
2025 2025
£'000 £'000
Alexis Sandler 58 58
Peter Redmond 60 60
Professor Sir Marc Feldmann 60 60
Total 178 178
Basic salary Total
2024 2024
£'000 £'000
Alexis Sandler 60 60
Peter Redmond 58 58
Professor Sir Marc Feldmann 49 49
Total 167 167
Relative importance of spend on pay
The table below illustrates the year-on-year change in total remuneration
compared to distributions to shareholders and loss before tax for the
financial years ended 31 December 2024 and 2023:
Distributions to shareholders Total employee pay (including stock based compensation) Operational cash outflow
£ £ £
Year ended 31 December 2025 - 1,443,904 5,818,886
Year ended 31 December 2024 - 2,259,424 4,140,059
Percentage change N/A -56.5% +40.6%
Total employee pay includes wages and salaries, social security costs,
healthcare cost, 401K scheme cost and share-based payments for employees in
continuing operations. Further details on Employee remuneration are provided
in Note 6.
Operational cash outflow has been shown in the table above as cash flow
monitoring and forecasting is an important consideration for the Remuneration
Committee and Board of Directors when determining cash-based remuneration for
directors and employees.
Historical share price performance comparison
The chart below compares the share price performance (based on a notional
investment of £100) of Hemogenyx Pharmaceuticals plc against the FTSE
SmallCap and FTSE Techmark Mediscience for the period November 2015 to
December 2025 calculated on a month end spot basis. The FTSE SmallCap has been
chosen to provide a wider market comparator constituting companies of an
appropriate size and the FTSE Techmark Mediscience chosen due to sector
relevance:
Hemogenyx Pharmaceuticals plc was listed in November 2015 (under the name
Silver Falcon plc) and therefore no historical share price data exists prior
to this period. There was also no data between December 2015 and October 2017
pending completion of a transaction. It is for these reasons that the
historical investment performance is not reflective of the current Group.
Consideration of shareholder views
The Board considers shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from
time to time, is considered as part of the Company's annual policy on
remuneration.
Approved on behalf of the Board of Directors
Peter Redmond
Director & Remuneration Committee Chairman
30 April 2026
Independent Auditor's Report to the Members of Hemogenyx Pharmaceuticals Plc
Opinion
We have audited the financial statements of Hemogenyx Pharmaceuticals Plc (the
'parent company') and its subsidiaries (the 'group') for the year ended 31
December 2025 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Company Statements of Financial Position, the
Consolidated and Company Statements of Changes in Equity, the Consolidated and
Company Statements of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK-adopted
international accounting standards and as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act
2006.
In our opinion:
· the financial statements give a true and fair view of the state
of the group's and of the parent company's affairs as at 31 December 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.
Conclusions relating to going concern
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:
· Reviewing management's assessment of going concern for a period
of 18 months and assessed the reasonableness of key assumptions and inputs
used by management;
· Evaluating and corroborating the key assumptions and inputs
underlying the budgets and cash flow forecasts, including sensitivity analysis
against the base case scenario;
· Discussing with management how they intend to fund the clinical
trials and other clinical programs, including an assessment of the funding
options currently under negotiation;
· Comparing management's forecasts to actual results through the
subsequent events period and performed inquiries to the date of this report;
· Obtaining corroborative evidence of the fund raise announced on
April 28 2026 to ensure it is committed and irrevocable; and
· Assessing the disclosures made regarding going concern in the
financial statements for consistency with management's assessment.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group's or parent company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In relation to the entities reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the directors' statement in the financial statements about
whether the director's considered it appropriate to adopt the going concern
basis of accounting.
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
For the purposes of determining whether the financial statements are free from
material misstatement, we define materiality as the magnitude or nature of
misstatement that makes it probable that the economic decisions of a
reasonably knowledgeable person, relying on the financial statements, would be
changed, or influenced. We also determine a level of performance materiality
which we use to assess the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality for the financial statements as a
whole.
Materiality for the group financial statements as a whole was set at £150,000
(2024: £115,000). This was calculated based on 2% of total expenses, which is
unchanged from the prior year. Using our professional judgement, we have
determined this to be the principal benchmark within the financial statements
as it will be most relevant to stakeholders in assessing the financial
performance of the group during its years of development as the group is not
currently revenue generating.
Materiality for the parent company financial statements as a whole was set at
£16,000 (2024: £22,000) based on 2% of total expenses, which is unchanged
from the prior year. We have determined this level of materiality for the
parent company to gain sufficient coverage of expenses.
Performance materiality for the group financial statements was set at
£100,000 (2024: £80,000) and the parent company was set at £11,000 (2024:
£15,000), being 70% of materiality for the financial statements as a whole. A
benchmark of 70% was applied in determining performance materiality, which
is unchanged from the prior year, in accordance with ISA (UK) 320, to address
aggregation risk by reducing the risk that the aggregate of uncorrected and
undetected misstatements exceeds overall group materiality to an appropriately
low level.
We agreed to report to those charged with governance all corrected and
uncorrected misstatements we identified through our audit with a value in
excess of £7,500 (2024: £5,000) for the group financial statements and £800
(2024: £1,000) for the parent company financial statements. We also agreed to
report any other audit misstatements below those thresholds that we believe
warranted reporting on qualitative grounds.
Our approach to the audit
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing, and extent of our audit procedures.
The group includes the listed parent company and its US-based subsidiaries. We
assessed the structure of the group, its accounting processes and controls,
and the industry in which it operates in order to determine the scope of our
audit work and ensure that we obtained sufficient and appropriate audit
evidence on which to base our group audit opinion. The parent company and its
subsidiary, Hemogenyx Pharmaceuticals LLC, were audited directly by the group
audit team. No component auditors were used. Audit procedures were designed
and performed by the group auditor to respond to the assessed risks of
material misstatement at both group and component level.
As part of our planning, we assessed the risk of material misstatement
including those that required significant auditor consideration at the
component and group level. Procedures were then performed to address the risk
identified and for the most significant assessed risks of material
misstatement. The procedures performed are outlined below in the Key audit
matters section of this report.
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.
Key Audit Matter How our scope addressed this matter
Carrying value of investments in, and loans to, subsidiary undertakings
(Parent company only - Note 2, Note 13 and Note 14)
Investments held by the parent company in subsidiaries, as at 31 December As part of our audit, we have performed the following procedures:
2025, totalled £8,000,000 in the Company Statement of Financial Position.
Loans to those subsidiaries, as at 31 December 2025, are reported at · Reviewed and challenged the directors' assessment of the carrying
£24,138,025. value of investments and loans to subsidiary undertakings, and their
conclusions thereon;
These are significant balances due to the parent company. If the subsidiary
undertakings are unable to generate sufficient future profits in the · Reviewed and assessed the subsidiary undertakings' financial
foreseeable future, there is a risk that both the investment and loans held in performance and development progress to corroborate the directors' evaluation
those entities are overstated. This matter was considered to be one of the of recoverability;
most significant risks in the audit, having regard to the size of the balances
involved. · Reviewed and assessed the current state of development, and
scientific and commercial progress of the products under development;
· Agreed ownership documents of all the subsidiaries in the group;
Given the aforementioned, the carrying value of investments in and loans to and
subsidiary undertakings was deemed to be a key audit matter.
· Reviewed the market capitalisation of the group to provide
further assurance of the carrying value of the investments and loans to
subsidiary undertakings subsequent to the year end.
Key observation
Through the performance of the above testing, we conclude that management's
assessment of the carrying value of investments in, and loans to, subsidiary
undertakings is 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 group and parent company financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the 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 1 (#_ftn1) ; 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.
Corporate governance statement
We have reviewed the directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the group's and parent company's compliance with the provisions of
the UK Corporate Governance Code specified for our review by the Listing
Rules.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
· Directors' statement with regards the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified set out on page 26;
· Directors' explanation as to their assessment of the group's
prospects, the period this assessment covers and why the period is appropriate
set out on page 31;
· Directors' statement on whether they have a reasonable
expectation that the group will be able to continue in operation and meet its
liabilities set out on page 31;
· Directors' statement that they consider the annual report and the
financial statements, taken as a whole, to be fair, balanced and
understandable set out on page 23;
· Board's confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on page 16;
· The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out on page
29; and
· The section describing the work of the audit committee set out on
page 26.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, 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 discussions with management,
and application of our cumulative audit knowledge and experience of the
sector.
· We determined the principal laws and regulations relevant to the
group and parent company in this regard to be those arising from the Companies
Act 2006, Listing Rules, the Disclosure Guidance and Transparency Rules, the
UK Corporate Governance Code and US Food and Drug Administration.
· 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 Making inquiries of management;
o Reviewing legal and professional fees;
o Reviewing board and audit committee minutes; and
o Reviewing regulated news service publications.
· We also identified the potential risks of material misstatement
of the financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that a potential for management bias exists in relation to the
carrying value of investments in, and loans to, subsidiary undertakings -
parent company. See key audit matters section above.
· As in all 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: the testing of journals; reviewing accounting
estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
· Compliance with laws and regulations at the subsidiary level was
evaluated through inquiry of management and review of correspondence for any
instances of non-compliance.
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. 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 2 September 2015 to audit the
financial statements for the period ending 31 December 2015 and subsequent
financial periods. Our total uninterrupted period of engagement is 11 years,
covering the periods ending 31 December 2015 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)
30 Churchill Place
For and on behalf of PKF Littlejohn
LLP
London
Statutory
Auditor
E14 5RE
Date: 30 April 2026
Consolidated Statement of Comprehensive Income
For the Year Ended 31 December 2025
Group - Continuing Operations Note Year Ended 31 December 2025 Year Ended 31 December 2024
£ £
Revenue - -
Administrative and Research and Development Expenses 5 (6,391,505) (4,737,802)
Depreciation Expense 10,11 (588,753) (639,285)
Operating Loss (6,980,258) (5,377,087)
Fair value loss on derivative financial instruments 23 (2,293,128) -
Sublease Income 7,118 -
Gain on disposal of property and equipment 17,555 -
Loss on closure of dormant subsidiary (22,156) -
Impairment loss on intangible assets (267,969)
Loss before Finance Items (9,538,838) (5,377,087)
Finance income 1,131 23,164
Finance costs (229,546) (271,555)
Loss before Taxation (9,767,253) (5,625,478)
Income tax 8 - -
Loss for the year (9,767,253) (5,625,478)
Loss attributable to:
Owners of Hemogenyx Pharmaceuticals plc (9,760,364) (5,619,181)
Non-controlling interests (6,889) (6,297)
(9,767,253) (5,625,478)
Items that may be reclassified subsequently to profit or loss:
Translation of foreign operations 2,181,510 (358,396)
- Other comprehensive income for the year 2,181,510 (358,396)
-
Total comprehensive loss for the year (7,585,743) (5,983,937)
Attributable to:
Owners of Hemogenyx Pharmaceuticals plc (7,578,854) (5,977,640)
Non-controlling interests (6,889) (6,297)
Total comprehensive loss for the year (7,585,743) (5,983,937)
Basic and diluted earnings loss per share attributable to the equity owners of 9
the Company
(1.706) (1.811)
The Notes to the Financial Statements form an integral part of these Financial
Statements.
Consolidated Statement of Financial Position
Group Note
31 December 2025 31 December 2024
Assets £ £
Non-current assets
Property, plant and equipment 10 386,957 759,408
Right of use asset 11 1,415,682 1,967,813
Security deposit 156,773 167,888
Intangible asset 12 182,025 477,403
Total non-current assets 2,141,437 3,372,512
Current assets
Trade and other receivables 15 448,089 679,783
Cash and cash equivalents 1,586,430 159,265
Total current assets 2,034,519 839,048
Total assets 4,175,956 4,211,560
Equity and Liabilities
Equity attributable to shareholders
Paid-in Capital
Called up share capital 16 60,412 35,045
Share premium 16 29,239,910 21,388,546
Deferred share capital 16 13,983,115 13,983,115
Other reserves 18 1,074,980 1,508,572
Reverse asset acquisition reserve (6,157,894) (6,157,894)
Foreign currency translation reserve 1,745,555 (435,955)
Retained Earnings (38,750,687) (29,423,915)
Equity attributable to owners of the Company 1,195,391 897,514
Non-controlling interests (50,909) (44,020)
Total equity 1,144,482 853,494
Liabilities
Non-current liabilities
Lease liabilities 11 1,561,830 2,199,413
Total non-current liabilities 1,561,830 2,199,413
Current liabilities
Trade and other payables 20 1,027,228 734,980
Lease liabilities 11 442,416 423,673
Total current liabilities 1,469,644 1,158,653
Total liabilities 3,031,474 3,358,066
Total equity and liabilities 4,175,956 4,211,560
This report was approved by the Board and authorised for issue on 30 April
2026 and signed on its behalf by:______________________
Dr Vladislav Sandler
CEO
The Notes to the Financial Statements form an integral part of these Financial
Statements.
Company Statement of Financial Position
Company Note
31 December 2025 31 December 2024
£ £
Assets
Non-current assets
Loan to subsidiaries 14 24,137,529
21,862,118
Investment in subsidiary 13 8,061,200
8,000,000
Total non-current assets 32,198,729 29,862,118
Current assets
Trade and other receivables 15 16,300
19,463
Cash and cash equivalents 280,421
52,262
Total current assets 296,721
71,725
Total assets 32,495,450 29,933,843
Equity and Liabilities
Equity attributable to shareholders
Paid-in Capital
Called up share capital 16
60,412 35,045
Share premium 16 29,239,910 21,388,546
Deferred share capital 16 13,983,115 13,983,115
Other reserves 18 1,073,876 1,507,468
Retained Earnings (12,276,496) (7,359,622)
Total Equity 32,080,817 29,554,552
Liabilities
Current liabilities
Trade and other payables 20
414,633 379,291
Total current liabilities
414,633 379,291
Total liabilities 414,633 379,291
Total equity and liabilities 32,495,450 29,933,843
Hemogenyx Pharmaceuticals Plc has used the exemption granted under s408 of the
Companies Act 2006 that allows for the non-disclosure of the Statement of
Comprehensive Income of the parent company. The after-tax loss attributable to
Hemogenyx Pharmaceuticals plc for the year ended 31 December 2025 was
£5,350,466 (2024: loss of £638,537).
This report was approved by the Board and authorised for issue on 30 April
2026 and signed on its behalf by
Dr Vladislav Sandler
CEO
The Notes to the Financial Statements form an integral part of these Financial
Statements.
Consolidated Statement of Changes in Equity
Group
Called up Share Capital Share Premium Foreign currency translation reserve Retained earnings Total Equity
Deferred Other reserves Reverse acquisition reserve Non-
Share Controlling interests
capital
£ £ £ £ £ £ £ £
As at 1 January 2024 11,755,660 19,938,556 (6,157,894)
- 1,164,637 (77,496) (23,804,734) (37,723) 2,781,006
Loss in year - - (5,619,181) (5,625,478)
- - - - (6,297)
Other Comprehensive Income - - -
- - - (358,459) - (358,459)
Total comprehensive income for the year - - -
(358,459)
- - - (358,459) -
Issue of shares 2,262,500 - 1,662,500 - - - - - 3,925,000
Cost of capital - (212,510) - - - - - (212,510)
-
Capital (13,983,115) -
reorganization
13,983,115
Issue of options - - - 343,935 - - - - 343,935
As at 31 December 2024 35,045 21,388,546 (29,423,915) 853,494
13,983,115 1,508,572 (6,157,894) (435,955) (44,020)
Loss in year - - (9,760,364) (9,767,253)
- - - - (6,889)
Other Comprehensive Income - - -
- - - 2,181,510 - 2,181,510
Total comprehensive income for the year - - (9,760,364) (7,585,742)
- - - 2,181,510 (6,889)
Expiration of options - - - (433,592) - - 433,592 - -
Issue of shares 18,247 - 4,083,651 - - - - - 4,101,898
Cost of capital - (218,803) - - - - - (218,803)
-
5,000 3,083,630 - - - - - 3,088,630
Exercise of derivative warrants
-
Conversion of convertible loan notes 2,120 902,885 - - - - - 905,005
-
As at 31 December 2025 60,412 29,239,910 (38,750,687) 1,144,482
13,983,115 1,074,980 (6,157,894) 1,745,555 (50,909)
The notes to the financial statements form an integral part of these financial
statements.
Company Statement of Changes in Equity
Company
Called up Share Capital Share Premium Other reserves Retained earnings Total Equity
Deferred
share capital
£ £ £ £ £
As at 31 December 2023 11,755,660 19,938,556 (6,721,085) 26,136,664
- 1,163,533
Loss in year - - (638,537) (638,537)
- -
Other Comprehensive Income - - - -
- -
Total comprehensive income for the year - - (638,537) (638,537)
- -
Issue of shares 2,262,500 1,662,500 - - 3,925,000
-
Cost of capital - (212,510) - - (212,510)
-
Capital (13,983,115) -
reorganization 13,983,115
Issue of options - - - 343,935 - 343,935
As at 31 December 2024 35,045 21,388,546 (7,359,622) 29,554,552
1,507,468
13,983,115
Loss in year - - (5,350,466) (5,350,466)
- -
Other Comprehensive Income - - - -
- -
Total comprehensive income for the year - - (5,350,466) (5,350,466)
-
-
Expiration of options - - - (433,592) 433,592 -
Issue of shares 18,247 4,083,651 - - 4,101,898
-
Cost of capital - (218,803) - - (218,803)
-
Exercise of derivative warrants 5,000 3,083,630 - - 3,088,630
-
Conversion of convertible loan notes 2,120 902,885 - - 905,005
-
As at 31 December 2025 60,412 29,239,910 (12,276,496) 32,080,817
1,073,876
13,983,115
The notes to the financial statements form an integral part of these financial
statements.
Consolidated Statement of Cash Flows
Group Note Year Ended Year Ended
31 December 2025
31 December 2024
£ £
Cash flows generated from operating activities
Loss before income tax (9,767,253) (5,625,478)
Depreciation and amortisation 10, 11 588,753 639,285
Interest income (1,131) (23,164)
Interest expense 229,546 271,555
Fair value loss on derivative financial instruments 2,293,128 -
Loss on closure of dormant subsidiary 22,156
Gain on disposal of property and equipment (17,555) -
Share based payments 18 63,152 343,935
Impairment loss on intangible assets 267,969 -
Changes in right of use asset and lease liability, net 208,415 277,284
Foreign exchange loss 1,915,645 (626,240)
Operating cash flows before working capital movements (4,197,175) (4,742,823)
Increase in trade and other payables 429,486 346,521
Increase in trade and other receivables (5,457) (2,637)
Decrease in prepaid and deposits 325,154 258,880
Net cash outflow used in operating activities (3,447,992) (4,140,059)
Cash flows generated from financing activities
Proceeds from issuance equity securities, net of issue costs 5,522,403 3,712,490
Payment of lease liabilities (632,575) (635,037)
Net cash flow generated from financing activities 4,889,828 3,077,453
Cash flows used in investing activities
Interest income 1,131 23,164
Payment of security deposit for lease (4,007) (11,611)
Purchase of property & equipment (3,921) (13,285)
Net cash flow used in investing activities (6,797) (1,732)
Net increase (decrease) in cash and cash equivalents 1,435,039 (1,064,338)
Effect of exchange rates on cash (7,874) (23,998)
Cash and cash equivalents at the beginning of the year 159,265 1,247,601
Cash and cash equivalents at the end of the year 1,586,430 159,265
The notes to the financial statements form an integral part of these financial
statements.
Company Statement of Cash Flows
Company Note Year Ended Year Ended
31 December 2025
31 December 2024
£ £
Cash flows generated from operating activities
Loss before income tax (5,350,466) (638,537)
Foreign exchange gain - (347,134)
Fair value loss on derivative financial instruments 2,293,128 -
Share based payments 18 - 343,935
Operating cash flows before working capital movements (736,823) (641,736)
Increase/(decrease) in trade and other receivables 3,163 (4,643)
Increase in trade and other payables 35,342 184,042
Net cash outflow used in operating activities (3,018,833) (462,337)
Cash flows generated from financing activities
Proceeds from issuance of equity securities, net of issue costs 5,522,403 3,712,490
Net cash flow generated from financing activities 5,522,403 3,712,490
Cash flows (used in) investing activities
Loan (to) from related parties (2,275,411) (3,417,325)
Net cash flow used in investing activities (2,275,411) (3,417,325)
4Net (decrease)/increase in cash and cash equivalents 228,159 (167,172)
Effect of exchange rates on cash - 198
Cash and cash equivalents at the beginning of the year 52,262 219,236
Cash and cash equivalents at the end of the year 280,421 52,262
The Notes to the Financial Statements form an integral part of these Financial
Statements.
Notes to the Financial Statements
1. General information
Hemogenyx Pharmaceuticals Plc (the "Company") is a public limited company and
is incorporated and domiciled in the UK. The Company's registered office is
located at 6 Heddon Street, London, W1B 4BT, and the Company's shares are
listed on the main market of the London Stock Exchange. The consolidated
financial statements consolidate those of the Company and its subsidiaries
(together the "Group").
The principal activity of the Group is being a clinical-stage biotechnology
focused on the discovery, development and commercialisation of innovative
treatments relating to the treatment of blood cancers, certain solid cancers,
autoimmune diseases, and viral infections. The products under development are
designed to address a range of problems that occur with current standard of
care treatments.
2. Material 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 years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with UK-adopted
international accounting standards ("IAS" or "IFRS") and with requirements of
the Companies Act 2006 and in accordance with Listing Rules. The consolidated
and company financial statements have been prepared under the historical cost
convention, except for revaluation of certain financial instruments.
The preparation of financial statements in conformity with IAS 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 involved a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed in note 3.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and entities controlled by the Company and its subsidiaries as at 31
December 2025. Control is achieved when the Group is exposed, or has rights,
to variable returns from its involvement with the investee and has the ability
to use its power over the investee to affect those returns.
Generally, there is a presumption that a majority of voting rights results in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls and investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control.
The financial statements of the subsidiaries are prepared for the same
reporting period as the Company, using consistent accounting policies. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used in line with those used by other members of
the Group.
Subsidiaries are fully consolidated from the date of acquisition, being the
date on which the Group obtains control, and continue to be consolidated until
the date that such control ceases. Assets, liabilities, income and expenses of
a subsidiary acquired or disposed of during the period are included in the
consolidated financial statements from the date the Group gains controls until
the Group ceases to control the subsidiary.
All intra-group assets and liabilities, equity, income, expenses and cash
flows resulting from intra-group transactions are eliminated in full on
consolidation.
Non-controlling interest in subsidiaries are identified separately from equity
attributable to the owner of the Company. On acquisition of subsidiaries,
non-controlling interests are measured at a proportion share of the fair value
of the acquiree's identifiable net assets. Profit or loss and each component
of other comprehensive income are attributed to the owners of the Company and
to non-controlling interests.
Going concern
The preparation of financial statements requires an assessment on the validity
of the going concern assumption.
The Company successfully raised £5.2 million (before expenses) through the
allotment and issue of new ordinary shares, warrant exercises and the
conversion of convertible loan notes during the year ended 31 December 2025,
and a further £2.6 million in early 2026 through a placing and the exercise
of warrants. These proceeds were raised in order to facilitate the progression
of the Company's HG-CT-1 product candidate into clinical trials and to enable
the Company to continue development of product candidates for the treatment of
viral infections and cancers based on its CBR platform.
Funding will be required for the Company to complete Phase I clinical
development and to continue executing its research and development strategy.
This includes plans to dose a target number of patients as part of the
clinical programme. Should cash resources become constrained, the Company has
the ability to scale back these plans, however this would delay progress and
is therefore not considered desirable.
The Company cannot be certain that such additional funding will be available
on acceptable terms, or at all. To the extent that the Company raises
additional funds by issuing equity securities, the Company's stockholders may
experience dilution. Any debt financing, if available, may involve restrictive
covenants. If the Company is unable to raise additional capital when required
or on acceptable terms, it may have to (i) significantly delay, scale back or
discontinue the development and/or commercialisation of one or more product
candidates; (ii) seek collaborators for product candidates at an earlier stage
than otherwise would be desirable and on terms that are less favourable than
might otherwise be available; or (iii) relinquish or otherwise dispose of
rights to technologies, product candidates or products that it would otherwise
seek to develop or commercialise on unfavourable terms.
The Directors are of the opinion that the Company has adequate working capital
to execute its operations for the present time and 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, however this relies upon the Company raising additional
capital. The Directors have continued to adopt the going concern basis of
accounting in preparing the annual financial statements.
Intangible assets
Research and development
Expenditure on research activities, undertaken with the prospect of gaining
new scientific or technical knowledge and understanding, is recognised as an
expense in the statement of comprehensive income as incurred. The Group's
current projects are in the research phase and have not yet met the criteria
for capitalisation as development assets.
Development activities involve a plan or design for the production of new or
substantially improved products and processes. Development expenditure is
capitalised when all the following conditions are satisfied:
· Completion of the intangible asset is technically feasible so
that it will be available for use or sale;
· The Group intends to complete the intangible asset and use or
sell it;
· The Group has the ability to use of sell the intangible asset;
· The intangible asset will generate probable future economic
benefits. Amongst other things, this requires that there is a market for the
output from the intangible asset or for the intangible asset itself, or, if it
is to be used internally, the asset will be used in generating such benefits;
· There is adequate technical, financial and other resources to
complete the development and to use or sell the intangible asset, and
· The expenditure attributable to the intangible asset during its
development can be measured reliably.
Capitalised development costs are measured at cost less accumulated
amortisation and accumulated impairment losses. The Group applies the cost
model to all intangible assets.
The Group assesses the useful life of all capitalised development assets as
finite. Amortisation begins when the asset is available for use, that is, when
it is in the location and condition necessary for it to be capable of
operating in the manner intended by management. Amortisation is calculated on
a straight-line method to allocate the costs of development over the estimated
useful economic lives. The estimated useful economic life is determined by
reference to the remaining patent life and may be adjusted after taking into
consideration product and market characteristics such as fundamental building
blocks and product life cycle specific to the category of expenditure.
Useful lives, residual values and amortisation methods are reviewed at least
at the end of each financial year.
Clinical trial expenses
Clinical trial-related expenses form part of the Group's research and
development costs. These expenses include fees paid to contract research
organisations, clinical sites, and other organisations who conduct development
activities on behalf of the Group. Clinical trial expenses are recognised in
the period in which the related services are performed, based on an accrual
basis using estimates of work completed. These estimates incorporate factors
such as patient enrolment, services provided, contractual terms, and prior
experience with similar contracts.
Intellectual property (IP)
IP assets comprise patents, know-how, copyright and licences. IP acquired
separately are recognised at cost. IP assets acquired in a business
combination is recognised at fair value at the acquisition date.
Internally generated IP costs are recognised as an expense in the period in
which they are incurred, except to the extent they satisfy the development
capitalisation criteria set out above, in which case they are capitalised.
The Group assesses the useful life of all capitalised IP assets as finite.
Amortisation begins when the asset is available for use. For IP assets that
relate to products or processes requiring regulatory approval, the Group
considers the assets to be available for use only once the necessary trials
have been successfully completed and the product has obtained the required
regulatory accreditations and clearances. Amortisation is charged on a
straight-line basis over the estimated useful economic lives of the assets.
Useful lives, residual values and amortisation methods are reviewed at least
at the end of each financial year. The estimated useful life economic life is
determined by reference to the life of the patent or licence.
Useful lives, residual values and amortisation methods are reviewed at lease
at the end of each financial year.
Impairment
Intangible assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. In
addition, intangible assets that are not yet available for use (and
intangibles with an indefinite useful life) are tested for impairment annually
by comparing their carrying amount with their recoverable amount, irrespective
of whether any impairment indicators exist. Any impairment loss is recognised
immediately in the statement of comprehensive income.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated
depreciation and impairment losses, if any. Depreciation is provided at the
following rates calculated to write off the cost less estimated residual value
of each asset over its expected useful economic life.
Computer equipment 33% Straight-line
Leasehold improvements 12.5% Straight-line
Property, plant and equipment 20% - 50% Straight-line
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected from the use or disposal. Any gain or
loss arising on de-recognition of the asset (calculated the difference between
the net disposal proceeds and the carrying amount of the asset) is included in
the statement of comprehensive income when the asset is derecognised.
The residual values, useful economic lives and methods of depreciation are
reviewed at each financial year and adjust prospectively, if appropriate.
Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any
indication that a non-financial asset (or cash-generating unit ("CGU") may be
impaired. If any such indication exists, the Group estimates the recoverable
amount of the asset or CGU.
Irrespective of whether there is any indication of impairment, the Group tests
intangible assets with an indefinite useful life and intangible assets that
are not yet available for use for impairment at least annually by comparing
their carrying amount with their recoverable amount.
An impairment loss is recognised in the statement of comprehensive income for
the amount by which the carrying amount of an asset or CGU exceeds its
recoverable amount. The recoverable amount is the higher of its fair value
less costs of disposal and its value in use. Value in use is calculated as the
present value of the future cash flows expected to be derived from the asset
or CGU, using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset or CGU for
which the future cash flow estimate have not been adjusted. Where an
individual asset does not generate cash flows that are largely independent of
those from other assets (or groups of assets), the recoverable amount is
determined for the CGU to which the asset belongs.
In the event that an intangible asset will no longer be used, for example,
when a patent is abandoned or a development project is terminated, the
carrying amount of the asset is written off in full and the loss is
immediately recognised in the statement of comprehensive income.
Investment in subsidiaries
In the Company financial statements, equity investments in the Company's
subsidiaries are held at cost, less any provision for impairment.
Foreign currencies
Functional and presentation currency
Items included in the financial statements of each Group entity are measured
using the currency of the primary economic environment in which it operates
("the functional currency").
The consolidated financial statements of the Group are presented in Pound
Sterling ("GBP"), which is the Group's presentation currency. The functional
currency of the Company is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency of
the relevant Group entity using the exchange rates prevailing on the dates of
the transactions.
Monetary assets and liabilities denominated in foreign currencies are
translated into the functional currency at the exchange rate at the reporting
date. Non-monetary assets and liabilities measured at historical cost in a
foreign currency are translated using the exchange rate at the date of the
transaction. Non-monetary assets and liabilities measured at fair value in a
foreign currency are translated into the functional currency at the exchange
rate when the fair value is determined.
Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at reporting date exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into GBP at
the exchange rate at the reporting date. The income and expenses of foreign
operations are translated into GBP at average exchange rates.
Exchange differences arising on the translation of foreign operations are
recognised in other comprehensive income and accumulated in the foreign
exchange reserve within equity, except to the extent that the translation
difference is allocated to non-controlling interests.
On the disposal of a foreign operation (i.e a disposal of the Group's entire
interest in a foreign operation, or a disposal that involves loss of control
over a subsidiary that includes a foreign operation), all the exchange
differences accumulated in the foreign exchange reserve attributable to the
owners of the Company are reclassified to profit or loss as part of the gain
or loss on disposal.
Equity
An equity instrument is any contract that evidences a residual interest in the
assets of a company after deducting all its liabilities. Equity instruments
issued are recorded at the proceed received, net of direct issue costs.
Cash and cash equivalents
Cash and cash equivalents consists of cash at bank and in hand and short-term
deposits.
Share-based payments
The Group issues equity-settled share-based payments to the directors, senior
management and employees ("Employee Share Options"), to corporate finance
advisers for assistance in raising private equity, and to its Scientific
Advisory Board members ("Non-employee Share Options"). Awards granted under
the 2021 Equity Incentive Plan may take the form of share options, restricted
shares or restricted stock units.
Equity-settled share-based payment transactions with parties other than
employees are measured at the fair value of the goods or services received,
except where that fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at
the date the entity obtains the goods or the counterparty renders the service.
Equity settled share-based payments to employees and others providing similar
services are measured at the fair value of the equity instruments at the grant
date.
The grant date fair value of share-based payment awards granted to employees
and others providing similar services is recognised in profit or loss, with a
corresponding increase in equity, over the period that the employees become
unconditionally entitled to the awards. The amount recognised as an expense is
adjusted to reflect the number of awards for which the related service and
non-market performance conditions are expected to be met, such that the amount
ultimately recognised as an expense is based on the number of awards that meet
the related service and non-market performance conditions at the vesting date.
For share-based payment awards with non-vesting conditions, the grant-date
fair value of the share-based payment is measured to reflect such conditions
and there is no true-up for differences between expected and actual outcomes.
Market vesting conditions are factored into the fair value of the award at the
grant date. As long as all other vesting conditions are satisfied, a charge is
made irrespective of whether market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.
When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value if less than the original
fair value. In the event of forfeitures of share-based payment awards, any
charges previously recorded for those awards are reversed.
Cancellations or settlements (including those resulting from employee
redundancies) are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised
immediately.
When share-based payments awards are exercised, the Company issues new shares.
The proceeds received, net of any directly attributable transaction costs, are
credited to share capital and the share premium account. Amounts previously
recognised in the share-based payment reserve are transferred within equity to
accumulated losses upon exercise or lapse of the awards.
Restricted stock units that entitle the holder to receive ordinary shares upon
vesting, with no exercise price and no cash settlement alternative, are
measured at the share price on the grant date. As there is no optionality, no
option pricing model is required. The grant-date fair value is recognised as
an expense over the vesting period, with a corresponding credit to equity.
In 2021, the Group adopted the "Hemogenyx Pharmaceuticals plc 2021 Equity
Incentive Plan with Non-Employee Sub-Plan" (the "EIP") for the grant of
options, restricted shares, and restricted share units to employees, directors
and consultants of the Company and its subsidiaries over ordinary shares in
the capital of the Company, which was approved by the Company's shareholders
at the 2022 AGM. Awards to employees and others providing similar services are
measured at fair value at the grant date, and awards to non-employees are
measured at fair value at the date of service.
Leases
At inception of a contract, the Group assess whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.
The Group recognises a right-of-use (ROU) asset and a lease liability at the
lease commencement date. The ROU asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred, less any lease incentives received.
ROU assets are subsequently depreciated using the straight-line method from
the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The lease term is determined
at the commencement date and includes the non-cancellable period of the lease,
together with periods covered by an option to extend the lease if the Group is
reasonably certain to exercise that option, and periods covered by an option
to terminate the lease if the Group is reasonably certain not to exercise that
option. Break clauses are considered in determining the lease term when the
Group has the unilateral right to terminate the lease early, assessing the
likelihood of exercising such clauses based on economic incentives and
operational requirements. The estimated useful lives of the ROU assets are
based on the lease term, unless the Group expects to use the asset beyond the
lease term. ROU assets are periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Lease payments include
fixed payments, variable payments based on an index or rate amounts expected
to be paid under residual value guarantees, and payments related to purchase
or termination options reasonably certain to be exercised, with the lease term
determined consistently with the ROU asset, including the non-cancellable
period, extension options reasonably certain to be exercised, termination
options reasonably certain not to be exercised, and break clauses assessed
based on the likelihood of exercise considering economic incentives and
operational requirements.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, or if the Group changes its
assessment of whether it will exercise a purchase, extension or termination
option.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, or is recorded in
profit and loss if the carrying amount of the right-of-use asset has been
reduced to zero.
Taxation
Income tax expense represents the sum of the current tax and deferred tax
charge for the year.
Current tax
Current tax is based on the results for the year as adjusted for items that
are non-assessable or disallowed. It is calculated using rates that have been
enacted, or substantially enacted, by the end of the reporting period. Current
income tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the relevant taxation authorities.
Deferred tax
Deferred income tax is recognised on all temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the
financial statements, with the following exceptions:
§ where the temporary difference arises from the initial recognition of
goodwill or of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither accounting
nor taxable profit or loss;
§ in respect of taxable temporary differences associated with investment in
subsidiaries, associates and joint ventures, where the timing of the reversal
of the temporary differences can be controlled, and it is probable that the
temporary differences will not reverse in the foreseeable future; and
§ deferred income tax assets are recognised only to the extent that it is
probable that taxable profit will be available against which the deductible
temporary differences, carried forward tax credits or tax losses can be
utilised.
Deferred income tax assets and liabilities are measured on an undiscounted
basis at the tax rates that are expected to apply when the related asset is
realised or liability is settled, based on tax rates and laws enacted or
substantively enacted at the statement of financial position date.
The carrying amount of deferred income tax assets is reviewed at each
statement of financial position date. Deferred income tax assets and
liabilities are offset, only if a legally enforcement right exists to set off
current tax assets against current tax liabilities, the deferred income taxes
related to the same taxation authority and that authority permits the Company
to make a single net payment.
Income tax is charged or credited directly to equity if it relates to items
that are credited or charged to equity. Otherwise, income tax is recognised in
the statement of comprehensive income.
Financial Instruments
Financial assets
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired.
Amortised cost
Financial assets held at amortised cost comprise trade and other receivables
and cash and cash equivalents.
These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise principally
through the provision of goods and services to customers, but also incorporate
other types of financial assets where the objective is to hold their assets in
order to collect contractual cash flows and the contractual cash flows are
solely payments of the principal and interest. They are initially at fair
value plus transaction costs that are directly attributable to their
acquisition or issue and subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment.
Impairment provisions for trade and other receivables are recognised based on
the simplified approach within IFRS 9 Financial Instruments using the lifetime
expected credit losses ("ECL") method. During this process the probability of
the non-payment of the receivables is assessed. This probability is then
multiplied by the expected loss arising from default to determine the lifetime
ECL for the receivables. For trade and other receivables, which are reported
net, such provisions are recorded in a separate provision account with the
loss being recognised within administrative expenses in the statement of
comprehensive income. On confirmation that the trade or other receivables will
not be collectable, the gross carrying value of the asset is written off
against the associated provision.
Financial Liabilities
All financial liabilities are recognised when the Group becomes a party to the
contractual provision of the instrument. The Group's financial liabilities are
classified into two categories: amortised cost and fair value through profit
or loss ("FVTPL").
Amortised cost
The Group's financial liabilities measured at amortised cost comprise trade
and other payables. These liabilities are initially measured at fair value net
of any transaction costs directly attributable to the issue of the instrument
and subsequently measured at amortised cost using the effective interest rate
method. The effective interest method calculates the amortised cost of a
financial liability and allocates interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated
future cash payments (including all fees and points paid or received that form
an integral part of the effective interest rate, transaction costs, and other
premiums or discounts) through the expected life of the financial liability to
the amortised cost of the financial liability.
FVTPL
The Group's financial liabilities measured at FVTPL comprise derivative
financial liabilities. They are initially recognised at fair value and
subsequently remeasured at fair value using a valuation model. Net gains and
losses, including any interest expense, are recognised in the statement of
comprehensive income. These financial liabilities are categorised within Level
3 of the fair value hierarchy.
All instruments for which fair value is recognised or disclosed are
categorised within the fair value hierarchy, which consists of the following
three levels:
· Level 1: Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
· Level 2: Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
· Level 3: Inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the
trade date and subsequently remeasured at fair value at each reporting date,
with changes recognised in profit or loss. Derivatives are presented as
financial liabilities when their fair value is negative and as financial
assets when positive. Further information on the key assumptions used in fair
value measurement is set out in Note 3 (Significant accounting judgements,
estimates and assumptions)
Warrants issued in connection with equity placings are classified as
derivative financial liabilities where the exercise price is subject to reset
or anti-dilution adjustments that vary the number of shares to be issued. Such
warrants are measured at fair value through profit or loss using a Monte Carlo
simulation model. On exercise, the carrying value of the derivative is
derecognised and, together with the exercise proceeds, recognised in share
capital and share premium.
Convertible loan notes
Convertible loan notes are classified as equity in their entirety where the
conversion feature requires settlement in a fixed number of shares for a fixed
amount of consideration and the instrument contains no contractual obligation
to deliver cash. Such notes are recognised at the proceeds received with no
subsequent remeasurement, and on conversion the carrying amount is
reclassified within equity between share capital and share premium.
Loans and Borrowings
Interest-bearing loans and borrowings are initially recognised at the fair
value of consideration received less directly attributable transaction costs.
After initial recognition, borrowings are subsequently measured at amortised
cost using the effective interest rate method. Where borrowings are provided
by shareholders at an interest rate discounted to market rates, the difference
on initial fair value is taken to equity as a capital contribution.
Interest expense is recognised on the basis of the effective interest method
and is included in finance costs.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
Segmental reporting
Operating segments are reporting in a manner consistent with internal
reporting provide to the chief decision-maker ("CODM"). The CODM, 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, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.
Net finance costs
Finance expense
Finance expense comprises of interest payable and lease interest which are
expensed in the period in which they are incurred and reported in finance
costs.
Finance income
Finance income comprises interest on bank deposits and interest on loans and
is recognised in profit and loss when it is earned.
Amendments to IFRS Accounting Standards applicable from 1 January 2025
The Group has adopted the following amendments to IFRS Accounting Standards,
with no material impact to the Group in the year ended 31 December 2025:
· IAS 21 (Amendments) - Lack of Exchangeability
· IAS 1 (Amendments) - Classification of Liabilities as Current or
Non-current and Non-current Liabilities with Covenants
· IAS 7 and IFRS 7 (Amendments) - Supplier Finance Arrangements
New IFRS Accounting Standards and amendments issued but not yet effective
Certain amendments to IFRS Accounting Standards and interpretations have been
published that are not mandatory for the 31 December 2025 reporting period and
have not been early adopted by the Group.
The following amendments are effective for the period beginning on or after 1
January 2026:
· IFRS 9 and IFRS 7 (Amendments): Classification and Measurement of
Financial Instruments
The following amendments are effective for the period beginning 1 January
2027:
· IAS 21 (Amendments): Translation to a Hyperinflationary
Presentation Currency
· IFRS 18: Presentation and Disclosure in Financial Statements
· IFRS 19: Subsidiaries without Public Accountability: Disclosures*
*subject to endorsement by the UKEB.
The Group is currently assessing the impact of these standards and amendments
but does not expect them to have a material impact on its consolidated
financial statements.
3. Significant accounting judgements, estimates and assumptions
The Group makes certain critical accounting estimates and assumptions
regarding the future. It also requires management to exercise its judgement in
the process of applying the Company's accounting policies.
Estimates and judgements are continually evaluated, and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. The
estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below.
Key accounting estimates and assumptions
Valuation of derivative financial instruments
The Group measures the fair value of the warrants classified as derivative
financial liabilities using a Monte Carlo simulation model. The model requires
assumptions regarding share price volatility, the risk-free interest rate and
the remaining term to exercise. Volatility in particular is an unobservable
Level 3 input and changes in this assumption could materially affect the fair
value recognised in profit or loss. See Note 23 for details.
Intangible assets impairment assessment
When there is an indicator of a significant and permanent reduction in the
value of intangible assets, an impairment review is carried out. The
impairment analysis is principally based on estimated discounted future cash
flows. 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. See Note 12 for further details.
Valuation of investment in and long-term loans to subsidiaries
Management has assessed the recovery profile of the 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 be long-term. Management has
assessed the recoverability of the loans to subsidiaries and its investment in
subsidiaries using the same metrics and assumptions. 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 the
progression of the Phase I trial of HG-CT-1 gives management comfort that no
impairment indicators exist over both balances. Management were satisfied that
all amounts were receivable and no impairment or credit loss was required.
Classification of convertible loan notes
The Company issued two tranches of convertible loan notes during the year.
Management assessed the terms of each tranche and judged that both should be
classified as equity in their entirety, on the basis that the notes converted
into a fixed number of shares for a fixed amount of consideration and
contained no obligation to deliver cash.
Classification of warrants
Warrants issued in connection with the May and June 2025 placings contain a
reset feature under which the exercise price adjusts if the Company
subsequently issues shares at a lower price. Management judged that this
feature means the number of shares to be issued is not fixed, and classified
both tranches as derivative financial liabilities. Other warrants issued
during the year without such features were classified as equity.
4. Segment Information
The Group has one reportable segment, the discovery, development, and
commercialisation of innovative treatments relating to blood and immune system
disorders and viral infections, and administrative functions in the United
Kingdom, and therefore the segmental information is the same as that presented
in the primary statements.
The following tables present expenditure and certain asset information
regarding the Group's geographical information for the year ended 31 December
2025 and 2024:
Year Ended Year Ended
31 December 2025
31 December 2024
£ £
Segment assets
United Kingdom
- Non-current - -
- Current 296,721 71,725
United States
- Non-current 2,145,078 3,372,512
- Current 1,737,798 693,790
Belgium (Discontinued operation)
- Non-current - -
- Current - 19,532
Total
- Non-current 2,145,078 3,372,512
- Current 2,034,519 785,047
Capital expenditure
United Kingdom - -
United States 3,921 13,285
Belgium (Discontinued operation) - -
3,921 13,285
Capital expenditure consists of the purchase of property, plant and equipment.
5. Expenses by nature
Group Group
Year Ended 31 December 2025 Year Ended 31 December 2024
£ £
Laboratory expenses 582,916 236,722
Consumable equipment and supplies 929,890 1,301,692
Contractors & consultants 242,577 286,556
Travel 16,006 39,303
Staff Costs 1,443,904 2,259,424
Insurance 138,341 118,065
Other 281,451 137,829
Legal and professional fees 437,051 707,818
Foreign exchange loss / (gain) 2,319,369 (349,607)
Total Administrative Expenses 6,391,505 4,737,802
6. Employees
Group Group Company Company
Year Ended 31 December 2025 Year Ended 31 December 2024 Year Ended 31 December 2025 Year Ended 31 December 2024
£ £ £ £
Wages and salaries 1,294,293 1,749,625 140,000 146,250
Social security 51,128 115,778 2,274 4,484
Share based payments 63,152 343,935 - 343,935
Pension contributions 35,330 50,086 - -
1,443,903 2,259,424 142,274 494,669
Average number of people (including Executive Directors) employed:
Group Group Company Company
Year Ended 31 December 2025 Year Ended 31 December 2024 Year Ended 31 December 2025 Year Ended 31 December 2024
Research & development 14 -
14 -
Administration 2 2 3 3
16 16 3 3
7. Auditor's remuneration
Group Group
Year Ended 31 December 2025 Year Ended 31 December 2024
£ £
Fees payable to the Company auditor:
Audit of the financial statements of the Group and Company 56,000
55,000
56,000 55,000
8. Income tax
Group Group
Year Ended 31 December 2025 Year Ended 31 December 2024
£ £
Current Tax - -
Deferred Tax - -
Total tax charge for the year - -
Reconciliation of effective tax rate
Group Group
Year Ended 31 December 2025 Year Ended 31 December 2025
£ £
Loss on ordinary activities before tax (9,767,253) (5,625,478)
Analysis of charge in the year:
Loss on ordinary activities multiplied by weighted average tax rate for the (2,517,998)
group of 25.78% (2024: 25.78%)
(1,450,248)
Disallowed items - 91,216
US R&D credit and timing differences 159,331 243,230
Tax losses carried forward 2,358,667 1,115,802
Current tax credit - -
Weighted average tax rate is calculated by reference to the tax rates
effective in each of the jurisdictions. The tax rates effective at 31 December
2025 are 25% and 28% in the UK and the USA respectively.
The Group has accumulated tax losses arising in the UK of approximately
£9,863,000 (31 December 2024: £4,512,000) that should be available, under
current legislation, to be carried forward against future profits. No deferred
tax asset has been recognised against these losses.
The Group has tax losses carried forward in the US of approximately
$30,163,000 (31 December 2024: $21,122,000) available under current rules
until 2037. Of the total Federal net operating losses, the amounts incurred
after 2017 of approximately $9,000,000 will carry forward indefinitely. No
deferred tax asset has been recognised against these losses. Sections 382 and
383 of the US Internal Revenue Code, and similar state regulations, contain
provisions that may limit the tax loss carried forward available to be used to
offset income in any given year upon the occurrence of certain events,
including changes in the ownership interests of significant stockholders. In
the event of a cumulative change in ownership in excess of 50% over a
three-year period, the amount of the NOL carry forwards that the Company may
utilise in any one year may be limited.
9. Earnings per share
The calculation of the basic and fully diluted earnings per share is
calculated by dividing the loss for the year from continuing operations
attributable to equity owners of the Group of £9,760,364 (2024: £ 5,619,181)
by the weighted average number of ordinary shares in issue during the year of
4,442,691 (2024: 3,301,431).
Dilutive loss per Ordinary Share equals basic loss per Ordinary Share as, due
to the losses incurred in 2025 and 2024, there is no dilutive effect from the
subsisting share options. See Note 18 for details of stock options and
warrants outstanding.
10. Property and equipment
Group Property, plant & equipment Computer equipment Leasehold Total
Improvements
£ £ £ £
Cost
31 December 2023 934,937 44,480 687,653 1,667,070
Additions 13,285 - - 13,285
Foreign exchange movement 14,657 684 10,574 25,915
Disposals - - - -
31 December 2024 962,879 45,164 698,227 1,706,270
Additions 3,921 - - 3,921
Foreign exchange movement (63,660) (4,009) (61,958) (129,627)
Disposals (394,227) - - (394,227)
31 December 2025 508,913
41,156 636,269 1,186,337
Accumulated depreciation and impairment losses
31 December 2023 516,616 26,444 157,587 700,647
Depreciation 136,088 9,015 85,475 230,578
Foreign exchange movement 10,815 595 4,227 15,637
31 December 2024 663,519 36,054 247,289 946,862
Depreciation 98,032 6,659 84,234 188,925
Foreign exchange movement (50,055) (3,571) (26,644) (80,270)
Disposal (256,136) - - (256,136)
31 December 2025 455,360 39,142 304,879 799,381
Carrying amounts
31 December 2023 418,321 18,036 530,066 966,423
31 December 2024 299,360 9,110 450,938 759,408
31 December 2025 53,553 2,014 331,390 386,957
On 3 September 2025, Hemogenyx Pharmaceuticals LLC entered into a Capacity
Reservation and Project Readiness Agreement with a US-based contract
development and manufacturing organisation, to support the technology transfer
and scale-up of HG-CT-1 manufacturing.
On the effective date of the agreement, the Company transferred ten items of
laboratory equipment to the manufacturing organisation. Five of these items
had been capitalised and carried on the balance sheet at a combined net book
value of £138,090 at the date of transfer. The remaining five items had been
expensed through profit or loss at the time of purchase and carried a net book
value of nil. Title to all ten items transferred unconditionally on the
execution date.
In exchange for the equipment, the Company received a non-monetary
manufacturing services credit of £155,645 ($201,840), representing the stated
procurement cost of the transferred items as set out in the agreement.
11. Leases
The Group leases one laboratory facility. Information about the lease for
which the Group is a lessee is presented below.
One of the US subsidiaries has an agreement for the lease of laboratory
facilities.
The key impacts on the Statement of Comprehensive Income and the Statement of
Financial Position are as follows:
Group
Right of use asset Lease Income statement
liability
£
£
£
Carrying value at 31 December 2023 2,346,015 (2,945,886) -
Additions - - -
Depreciation (408,707) - (408,707)
Interest - (271,555) (271,555)
Lease payments - 635,037 -
Foreign exchange movements 30,505 (40,682) (10,177)
Carrying value at 31 December 2024 1,967,813 (2,623,086)
Additions - - -
Depreciation (399,827) - (399,827)
Interest - (229,546) (229,546)
Lease payments - 632,575 -
Foreign exchange movements (152,304) 215,811 63,507
Carrying value at 31 December 2025 1,415,682 (2,004,246)
31 December 31 December
2025 2024
£ £
Non-current
Lease liability 1,561,830 2,199,413
1,561,830 2,199,413
Current
Lease liability 442,416 423,673
442,416 423,673
Total lease liability 2,004,246 2,623,086
12. Intangible assets
On 15 January 2015, the Company entered into an Exclusive License Agreement
with Cornell University to grant to the Company patent rights to patent
PCT/US14/65469 entitled Post-Natal Hematopoietic Endothelial Cells and Their
Isolation and Use and rights to any product or method deriving therefrom. The
Company paid Cornell University USD $347,500 for such licence rights.
In February 2025, the Company terminated the agreement. As it no longer
provides the Group with future economic benefits, the carrying value of the
license, as at the date of termination, was written off in full during the
year and recognised as an expense of £267,969 within the consolidated
statement of comprehensive income.
In October 2021, the Company entered into a licence with Eli Lilly &
Company ("Lilly") relating to a patented product derived from
jointly-developed intellectual property in the CDX antibody. The Company made
an up-front payment of £181,743 ($250,000) and has committed to milestone
payments of up to $1 million through to Phase II clinical trials. Lilly is
eligible for additional milestone payments, tiered single-digit royalties on
sales and a share of any sublicence income. No development or sales-based
payment obligations have been incurred as at 31 December 2025.
Cost Intellectual Property
£
31 December 2023 470,173
Additions -
Exchange movements 7,230
31 December 2024 477,403
Additions -
Disposals - Cornell University License (267,969)
Exchange movements (27,409)
31 December 2025 182,025
The carrying value of intangible assets is reviewed for impairment whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. The products are not yet available for sale. The directors
consider that no impairment is required, as test results to date have been
very positive and the products are progressing towards the clinical trial
phase.
The Group expects the products to attain the necessary accreditation and
clearance in due course. Amortisation will commence using the straight-line
method over the estimated useful economic lives once the products are
available for use and will be charged to operating costs in the Statement of
Comprehensive Income when sales of the products are achieved.
13. Investments in subsidiaries
Name Address of the registered office Nature of business Proportion of ordinary shares held directly by parent (%) Proportion of ordinary shares held ultimately by parent (%)
Hemogenyx UK Limited 6 Heddon Street, London, W1B 4BT Holding Company 100 -
Hemogenyx Pharmaceuticals LLC 9 East Lookerman Street, Suite 3A, Dover, Kent, Delaware, USA, 19901 Biomedical sciences - 100
Immugenyx LLC c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, Biomedical sciences - 87.3
USA, 19808
The remaining shares in Immugenyx LLC are held by Dr Vladislav Sandler and by
a prior employee, Carina Sirochinsky, as part of their compensation under
their respective roles as CEO and Director of Operations. Ms Sirochinsky's
role as Director of Operations ended on the termination of her employment on 1
July 2021. Dr Sandler and Ms Sirochinsky receive(d) 10,000 and 1,000 shares
respectively for each year of employment from January 2019. At 31 December
2025, Hemogenyx Pharmaceuticals LLC, Dr Sandler, and Ms Sirochinsky each own
500,000, 70,000, and 2,500 shares in Immugenyx LLC, respectively.
HemoGenyx Cell SA, a wholly-owned subsidiary incorporated in Belgium, was
dissolved on 30 March 2022. Following a review of intercompany balances during
the year, the Group determined that amounts owed to the Company by HemoGenyx
Cell SA were no longer recoverable. A loss on write-down of £71,487 has been
recognised within the consolidated statement of comprehensive income for the
year ended 31 December 2025 (2024: £2,671).
14. Loans to subsidiaries
Company Company
Year Ended 31 December 2025 Year Ended 31 December 2024
£ £
Hemogenyx Pharmaceuticals LLC 24,136,982 21,861,622
Immugenyx LLC 547 496
24,137,529 21,862,118
The Company has made cumulative loans to Hemogenyx Pharmaceuticals LLC of
US$33,150,640 (£24,137,529) as at 31 December 2025 (31 December 2024:
US$27,361,227 (£21,862,118)) and Immugenyx LLC of US$752 (£547) as at 31
December 2025 (31 December 2024: US$621 (£496)).
The loans are interest free and will be repaid when Hemogenyx LLC's
operational cash flow allows. Management has undertaken an impairment
assessment of the loan as at 31 December 2025 and has determined that that
there was no impairment required due to continued progress of the product
candidates. The interest rate and impairment assessment are reviewed on an
annual basis.
15. Trade and other receivables
Group Group Company Company
Year Ended 31 December 2025 Year Ended 31 December 2024 Year Ended 31 December 2025 Year Ended 31 December 2024
£ £ £ £
Trade and other receivables 8,776 3,768 2,519 2,519
VAT receivable 4,064 4,089 4,064 4,089
Prepayments 435,249 671,926 9,717 12,855
Total trade and other receivables 448,089 679,783 16,300 19,463
There are no material differences between the fair value of trade and other
receivables and their carrying value at the year-end. No receivables were past
due or impaired at the year end.
On 3 September 2025, Hemogenyx Pharmaceuticals LLC entered into a Capacity
Reservation and Project Readiness Agreement with Made Scientific, a US-based
contract development and manufacturing organisation, to support the technology
transfer and scale-up of HG-CT-1 manufacturing.
On the effective date of the agreement, the Company transferred ten items of
laboratory equipment to Made Scientific (See note 10 for details).
In exchange for the equipment, the Company received a non-monetary
manufacturing services credit of $201,840, representing the stated procurement
cost of the transferred items as set out in the agreement. The services credit
was recognised as a prepaid asset at the fair value of the consideration
received.
The services credit is non-cash and non-transferable and is to be applied
against future manufacturing milestones as follows: 50% ($100,920) against M3
GMP Readiness services and 50% ($100,920) against the first two runs of M4
Clinical Manufacturing. The services credit remaining at 31 December 2025
comprised £130,227 presented within prepaid assets, reflecting expected
utilisation of the M3 and M4 credits respectively. Outstanding invoices and
accruals relating to pass-through costs and GMP Readiness billings are
included within trade and other payables.
In connection with the agreement, the Company paid a non-refundable
reservation fee of $50,000, which was credited as a deposit against future
work order invoices. The reservation fee was fully applied against invoices
received during the year and carried a nil balance at 31 December 2025.
16. Called up share capital
Capital Reorganisation
On 31 December 2024, the Company carried out a subdivision and
reclassification of the Existing Ordinary Shares by 1:2 so that each Existing
Ordinary Share was subdivided and reclassified into 1 new ordinary share of
£0.000025 each (the New Ordinary Shares) and 1 deferred share of £0.009975
each (the Deferred Shares) (the Subdivision), followed by a consolidation of
the New Ordinary Shares by 400:1 so that every 400 New Ordinary Shares will
be consolidated into 1 New Ordinary Share of £0.01 each (the Consolidation,
together with the Subdivision, the Capital Reorganisation).
The Deferred Shares will have no right to vote or participate in the capital
of the Company (save as set out under the 'New Articles') and the Company will
not issue any certificates or credit CREST accounts in respect of them. The
Deferred Shares will not be admitted to trading on any exchange. The rights of
the New Ordinary Shares and the Deferred Shares will be set out in the New
Articles proposed to be adopted by the Company. The purpose of the Capital
Reorganisation is to reduce the nominal value of the Existing Ordinary Shares
and to reduce the number of shares in issue.
Group & Company Number of ordinary shares Share Capital Share premium
£ £
As at 31 December 2023 1,175,565,988 11,755,660 19,938,556
Issue of shares - placement 7 Mar 2024 72,750,000 727,500 727,500
Issue of shares - placement 11 Mar 2024 86,000,000 860,000 860,000
Issue of shares - placement 12 Mar 2024 7,500,000 75,000 75,000
Issue of shares - placement 1 Nov 2024 60,000,000 600,000 -
Cost of capital - - (212,510)
Capital reorganisation (1,398,311,448) (13,983,115) -
As at 31 December 2024 3,504,540 35,045 21,388,546
Issue of shares - placement 15 Jan 2025 100,000 1,000 339,000
Conversion of convertible loan notes - 8 Mar 2025 95,000 950 284,050
Issue of shares - placement 15 Mar 2025 394,000 3,940 705,260
Issue of shares - placement 14 May 2025 250,000 2,500 448,750
Issue of shares - placement 13 Jun 2025 250,000 2,500 448,750
Issue of shares - placement 29 Jul 2025 133,690 1,337 248,663
Issue of shares - placement 26 Aug 2025 316,667 3,167 566,833
Conversion of convertible loan notes - 1 Sept 2025 116,982 1,170 618,835
Exercise of derivative warrants - placement 3 Sept 2025 250,000 2,500 1,216,788
Exercise of warrants - placement 5 Sept 2025 67,371 674 235,125
Exercise of derivative warrants - placement 24 Nov 2025 250,000 2,500 2,335,336
Exercise of warrants - placement 24 Nov 2025 50,000 500 249,500
Exercise of warrants - placement 24 Nov 2025 129,629 1,296 34,900
Exercise of CLN warrants - placement 24 Nov 2025 10,000 100 452,405
Exercise of warrants - placement 18 Dec 2025 105,556 1,056 188,945
Issue of RSU shares - placement 18 Dec 2025 6,000 60 61,140
Warrant Deed Variation - placement 18 Dec 2025 11,821 118 104,379
Recognition of derivative warrant liability - - (468,494)
Cost of capital - - (218,803)
At 31 December 2025 6,041,256 60,412 29,239,909
New shares allotted
On 11 March 2025, the Company raised a total of £709,200 for the issue of
394,000 new ordinary shares in the Company at £1.80 per share. This was to an
institutional investor that wished to make an investment into the Company.
Placings
On 8 January 2025, 100,000 new ordinary shares of £0.01 were issued in the
Company to raise £340,000, at a placing price of £3.40 per share.
On 7 May 2025, 250,000 new ordinary shares of £0.01 were issued in the
Company to raise £451,250, at a placing price of 180.5 pence per share.
On 3 June 2025, 250,000 new ordinary shares of £0.01 were issued in the
Company to raise £451,250, at a placing price of 180.5 pence per share.
On 29 July 2025, 133,690 new ordinary shares of £0.01 were issued in the
Company to raise £250,000, at a placing price of 187 pence per share.
On 26 August 2025, 316,667 new ordinary shares of £0.01 were issued in the
Company to raise £570,000, at a placing price of 180 pence per share.
Convertible loan notes
On 8 March 2025 the convertible loan notes issued for £285,000 at a fixed
conversion price of 300 pence per share automatically converted into 95,000
ordinary shares.
On 1 September 2025 the convertible loan notes issued for £620,005 at a fixed
conversion price of 530 pence per share automatically converted into 116,982
ordinary shares.
Further details on the convertible loan notes can be found in note 17.
Rights, preferences and restrictions
All ordinary shares are equally eligible to receive dividends and the
repayment of capital and represent equal votes at meetings of Shareholders.
There are no rights of redemption attaching to the ordinary shares.
Deferred share capital
Group & Company Number of deferred shares £
As at 31 December 2023 - -
Capital reorganisation 1,401,815,988 13,983,115
As at 31 December 2024 1,401,815,988 13,983,115
- -
As at 31 December 2025 1,401,815,988 13,983,115
17. Convertible Loan Notes
During the year ended 31 December 2025, the Company issued convertible loan
notes in two tranches, both of which converted into ordinary shares before the
year end. Neither tranche was outstanding at 31 December 2025.
Tranche 1 - February 2025
On 19 February 2025, the Company raised £285,000 through the issuance of
convertible loan notes to a group of investors, the majority of whom were
existing shareholders. The notes were non-interest bearing and contained no
redemption right and no cash settlement alternative. Conversion was automatic
upon the Company obtaining sufficient headroom under the FCA's Prospectus
Rules and occurred at a fixed price of £3.00 per share. The notes converted
automatically on 8 March 2025 into 95,000 ordinary shares, which were admitted
to trading on 14 March 2025.
The Company assessed the classification of the February 2025 notes under IAS
32. The conversion feature satisfied the fixed-for-fixed condition, as the
notes converted into a fixed number of shares for a fixed amount of
consideration with no variability in the conversion ratio. The notes contained
no contractual obligation to deliver cash and no holder redemption right. On
initial recognition the full proceeds of £285,000 were classified as equity
and allocated between called up share capital and share premium on conversion.
On conversion, subscribers also received one warrant per conversion share,
being 95,000 warrants in aggregate exercisable at £4.00 per share and
expiring on 31 May 2026. These warrants are equity-classified and are
described further in Note 16.
Tranche 2 - September 2025
In September 2025, the Company raised £620,000 through the issuance of a
further series of convertible loan notes. The notes were non-interest bearing
and provided for conversion into a fixed number of 116,982 ordinary shares at
a fixed price of £5.30 per share, with conversion occurring no earlier than
15 November 2025. The subscription letters contained no contractual obligation
to repay cash, no holder redemption right, no variability in the conversion
price, and no alternative settlement mechanism.
The Company assessed the classification of the September 2025 notes under IAS
32. As the instruments required settlement in a fixed number of shares for a
fixed amount of consideration and contained no repayment obligation or
variable conversion feature, they satisfied the fixed-for-fixed condition in
their entirety and were classified as equity instruments on initial
recognition. The full proceeds of £620,000 were allocated between called up
share capital and share premium on conversion, which occurred before 31
December 2025.
No warrants were attached to the September 2025 notes.
Equity Warrants
The following warrants over ordinary shares were outstanding or active during
the year ended 31 December 2025. All warrants described in this section are
classified as equity instruments under IAS 32, as each entitles the holder to
subscribe for a fixed number of ordinary shares at a fixed price and contains
no reset or variable settlement provisions. No fair value remeasurement is
required or recorded in respect of these instruments.
Warrants are issued in connection with equity placings and subscriptions, and
in the case of the February 2025 convertible loan notes, as detachable
instruments forming part of the conversion terms. On issuance, placing
proceeds are allocated between shares and warrants on the basis of relative
fair values, with both components recognised directly in equity. On exercise,
proceeds are allocated between share capital at nominal value and share
premium in the ordinary way. No gain or loss is recognised in profit or loss
on exercise or expiry.
The movement in equity warrants during the year was as follows:
Group & Company Issued Exercised Outstanding
As at December 31 2024 - - -
January 2025 - placing 50,000 (50,000) -
March 2025 - convertible loan notes 95,000 (10,000) 85,000
March 2025 - placing 197,000 (197,000) -
July 2025 - placing 133,690 - 133,690
August 2025 - placing 316,667 (105,556) 211,111
As at December 31 2025 792,357 (362,556) 429,801
18. Other reserves
Year Ended 31 December 2025 Year Ended 31 December 2024
Group:
£ £
As at start of year 1,508,572 1,164,637
Charge for the year - employees - 343,935
Expiration of options (433,592) -
As at end of year 1,074,980 1,508,572
Year Ended 31 December 2025 Year Ended 31 December 2024
Company:
£ £
As at start of year 1,507,468 1,163,533
Charge for the year - employees - 343,935
Expiration of options (433,592) -
As at end of year 1,073,876 1,507,468
The expense recognised for employee and non-employee services during the year
is shown in the following table:
Year Ended 31 December 2025 Year Ended 31 December 2024
Group and Company:
£ £
Expense arising from equity-settled share-based payment transactions 343,935
61,200
Total expense arising from share-based payment transactions 61,200 343,935
2021 Equity Incentive Plan with Non-Employee Sub-Plan
Under the 2021 Equity Incentive Plan with Non-Employee Sub-Plan" (the "EIP")
share options, restricted shares, and restricted share units may be granted to
employees, directors and consultants of the Company and its subsidiaries at
the discretion of the Company in an aggregate amount up to 188 shares. This
was increased to 563 shares in April 2023. The fair value of awards made under
this plan is determined in the same way as for the EMP and NEMP described
above.
A schedule of options granted since inception for all plans is below:
Number options
Employees, including directors* 266,184
Members of the Scientific Advisory Board 31,205
Total 297,389
* Details of options held by individual directors are disclosed in the
Directors' Report.
In October 2022, the expiration date of options to acquire 12,016 ordinary
shares (which were scheduled to expire in October 2022) was extended by two
years by the Board of Directors of the Company. The Company recognised this
transaction as a modification of a share-based instrument for financial
reporting purposes. The change in the fair value of the stock option before
and after the modification amounted to approximately $5,400, which was
recorded as part of expense related to share-based payment transactions. The
fair value was determined using the Black Scholes model using the assumptions
noted below.
Group & Company: 2025 2025 2024 2024
Number Weighted Average Exercise Price, pence Number Weighted Average Exercise Price, pence
Outstanding at the beginning of the year 200,995 14.1 219,747 13.6
Granted during the year - - - -
Lapsed during the year (40,282) 24.7 (18,753) 14.0
Extended during the year - - - -
Outstanding at end of year 160,713 11.3 200,995 14.1
Exercisable at end of year 160,713 11.3 200,995 14.1
The weighted average remaining contractual life for the share options
outstanding as at 31 December 2025 is 1.59 years (2024: 2.58 years).
The following table lists the inputs to the models used for the two plans for
the years ended 31 December 2025 and 31 December 2024:
April
2023
(EMP)
Expected volatility % 92
Risk-free interest rate % 3.75
Expected life of options (years) 3
WAEP - pence 10.8
Expected dividend yield -
Model used Black Scholes
Restricted Stock Units
On 29 October 2025, the Company granted 6,000 restricted stock units to three
employees under the 2021 Equity Incentive Plan. Each RSU entitled the holder
to receive one ordinary share of £0.01 nominal value upon vesting, with no
cash settlement alternative and no performance conditions attached. The RSUs
vested in December 2025 and were settled through the issuance of 6,000
ordinary shares.
As RSUs represent a right to receive shares without optionality, no option
pricing model is required under IFRS 2. The awards were measured at the
grant-date share price of £10.20 per share, giving a total grant-date fair
value of £61,200. As the grant and vesting both occurred within the 2025
financial year, the full £61,200 was recognised as a share-based payment
expense during the year, with a corresponding credit to share capital of £60
and share premium of £61,140.
No RSUs were outstanding at 31 December 2025.
19. Capital and reserves
The nature and purpose of equity and reserves are as follows:
Called up share capital: comprises the nominal value of the ordinary issued
share capital of the Company.
Share premium: represents consideration less nominal value of issued shares
and costs directly attributable to the issue of new shares.
Deferred share capital: represents shares which do not carry voting rights,
dividends, distributions or redemption.
Other reserves: represents the value of options in connection with share-based
payments and warrants connected with share placements issued by the Company.
Reverse asset acquisition reserve: represents the reserve created in
accordance with the acquisition of Hemogenyx Pharmaceuticals LLC on 5 October
2017.
Foreign currency translation reserve: used to recognise the exchange
differences arising on translation of the assets and liabilities of foreign
branches and subsidiaries with functional currencies other than Pounds
Sterling, as well as the revaluation of intercompany loans.
Retained earnings represent the cumulative retained losses of the Company at
the reporting date.
Non-controlling interest: relates to the cumulative net profit/(losses) and
exchange difference in relation to non-controlling interest
20. Trade and other payables
Group Group Company Company
Current Year Ended 31 December 2025 Year Ended 31 December 2024 Year Ended 31 December 2025 Year Ended 31 December 2024
£ £ £ £
Trade and other payables 965,148 683,284 352,553 327,595
Accruals and deferred income 62,080 51,696 62,080 51,696
Total 1,027,228 734,980 414,633 379,291
21. Related party disclosures
There were no related party disclosures other than Directors' remuneration as
disclosed in the Remuneration Report section of the Directors' Report. There
are no key management personnel other than the Directors and the Company
Secretary, and the transaction described below.
At 31 December 2025, an amount of £115,217 was included within trade and
other payables representing accrued compensation owed to Dr Vladislav Sandler,
Chief Executive Officer, in respect of remuneration shortfalls at the
subsidiary level. The balance is unsecured, non-interest bearing and has no
fixed repayment date.
Details of loans made by the Company to its subsidiaries are set out in Note
13.
22. Financial instruments
The Group's financial instruments consist of cash, amounts receivable,
accounts payable and accrued liabilities.
Fair value of financial assets and liabilities
Fair values have been determined for measurement and/or disclosure purposes
based on the following methods. When applicable, further information about the
assumptions made in determining fair values is disclosed in the notes specific
to that asset or liability.
The carrying amount for cash, accounts receivable, and accounts payable and
accrued liabilities on the statement of financial position approximate their
fair value because of the limited term of these instruments. The fair value of
deferred payment approximates its fair value. The investment is carried at
cost as it is not traded on an active market.
Financial risk management objectives and policies
The Company has exposure to the following risks from its use of financial
instruments:
· Credit risk
· Liquidity and funding risk
· Market risk
The following table sets out the amortised costs categories of financial
instruments held by the Company as at the year ended 31 December 2025 and year
ended 31 December 2024:
Group Group Company Company
Year Ended 31 December 2025 Year Ended 31 December 2024 Year Ended 31 December 2025 Year Ended 31 December 2024
£ £ £ £
Financial Assets
Trade and other receivables, except prepayments 12,840 -
7,856 -
Cash and cash equivalents 1,586,430 159,265 280,421 52,262
1,599,270 167,121 280,421 52,262
Financial Liabilities
Trade and other payables (965,148) (683,284) (352,553) (327,595)
Lease liabilities (2,004,246) (2,623,086) - -
(2,969,394) (3,306,370) (352,553) (327,595)
a) Credit risk
The Group had receivables of £0 owing from customers (31 December 2024: £0).
All bank deposits are held with Financial Institutions with a minimum credit
rating of B.
b) Liquidity and funding risk
The Group regularly reviews its major funding positions to ensure that it has
adequate financial resources in meeting its financial obligations. The Group
takes liquidity risk into consideration when deciding its sources of funds.
The principle liquidity risk facing the business is the risk of going concern
which has been discussed in Note 2.
c) Market risk
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates. The Group's income and
operating cash flows are substantially independent of changes in market
interest rates as the Group has no significant interest-bearing assets. The
borrowings issued at fixed rates expose the Group to fair value interest rate
risk. The Company's management monitors the interest rate fluctuations on a
continuous basis and acts accordingly.
The Company has floating rate financial assets in the form of deposit accounts
with major banking institutions; however, it is not currently subjected to any
other interest rate risk.
Based on cash balances as above as at the statement of financial position
date, a rise in interest rates of 1% would not have a material impact on the
profit and loss of the Company and such is not disclosed.
In relation to sensitivity analysis, there was no material difference to
disclosures made on financial assets and liabilities.
At the reporting date the interest rate profile of interest-bearing financial
instruments was:
Group Group Company Company
Year Ended 31 December 2025 Year Ended 31 December 2024 Year Ended 31 December 2025 Year Ended 31 December 2024
£ £ £ £
Financial Assets
Cash and cash equivalents 1,586,430 159,265 280,421 52,262
Foreign currency risk
The Group operates internationally and has monetary assets and liabilities in
currencies other than the functional currency of the operating company
involved.
The Group seeks to manage its exposure to this risk by ensuring that where
possible, the majority of expenditure and cash of individual subsidiaries
within the Group are denominated in the same currency as the functional
currency of that subsidiary.
The Group has not entered into any derivative instruments to manage foreign
exchange fluctuations.
The following table shows a currency of net monetary assets and liabilities by
functional currency of the underlying companies for the years ended 31
December 2025 and 31 December 2024:
31 December 2025
Functional Currency
Currency of net monetary assets/(liabilities) Pound Sterling US Dollars Euro Total
£
£ £ £
Pounds Sterling 268,682 - - 268,682
US Dollars 11,739 1,306,009 - 1,317,748
Euros - - - -
Total 280,421 1,306,009 - 1,586,430
31 December 2024
Functional Currency
Currency of net monetary assets/(liabilities) Pound Sterling US Dollars Euro Total
£
£ £ £
Pounds Sterling 39,303 - - 39,303
US Dollars 12,959 87,471 - 100,430
Euros - - 19,532 19,532
Total 52,262 87,471 19,532 159,265
Capital risk management
The Group defines capital as the total equity of the Company. 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
benefits for other stakeholders and to maintain an optimal capital structure
to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
Fair value of financial assets and liabilities
There are no material differences between the fair value of the Group's
financial assets and liabilities and their carrying values in the financial
statements.
Fair value hierarchy
The fair value hierarchy of financial instruments measure at fair value is
provided below. The different levels have been defined as follows:
· Quoted prices (unadjusted), in active markets for identical
assets or liabilities (Level 1);
· Inputs other than quoted priced included within Level 1 that are
observable for the asset or liability, either directly or indirectly (Level
2);
· Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs) (Level 3).
There have been no transfers between levels during the year. Additions to
level 3 during the period are based on third party valuation reports. See note
23 for further detail.
Level 1 Level 2 Level 3 Total
£ £ £ £
Derivative financial liabilities held at fair value through profit or loss - - (2,293,128) (2,293,128)
(2,293,128) (2,293,128)
The following summarises the valuation methodologies and inputs used for
derivative liabilities categories in level 3.
Fair value (£) Valuation methodologies Unobservable inputs
2,293,128 Monte Carlo Simulation Volatility
Derivative liabilities
23. Derivative Financial Instruments
During the year ended 31 December 2025, the Company issued warrants in
connection with equity placings completed in May and June 2025. These warrants
contain anti-dilution provisions under which the exercise price adjusts
downward if the Company subsequently issues shares or grants rights to
subscribe for equity securities at a price below the prevailing exercise
price. As a result of this feature, the number of shares that would be issued
upon exercise is not fixed at inception, and the warrants therefore fail the
fixed-for-fixed condition under IAS 32. Both tranches were classified as
derivative financial liabilities on initial recognition and measured at fair
value through profit or loss in accordance with IFRS 9. Fair values were
determined using a Monte Carlo simulation model, incorporating inputs
including the Company's share price, expected volatility, the risk-free rate,
and the remaining term to expiry at each measurement date.
The fair value of the derivative was calculated at the grant date using the
Monte Carlo model with the following key assumptions:
Grant date 14 May 2025 13 June 2025
Exercise price £2.70 £2.70
Risk free rate 3.7% 3.7%
Annualised volatility 87.2% 87.3%
Expected dividend yield 0.00% 0.00%
Exercise date 7 May 2028 3 June 2028
Contractual life 3 years 2.93 years
May 2025 tranche
On 14 May 2025, 250,000 warrants were issued in connection with an equity
placing at an initial exercise price of £2.70 per share, exercisable for a
period of 36 months. Following a subsequent share issuance at a lower price,
the exercise price was reset to £1.80 per share in accordance with the reset
provisions. The warrants were recognised as a derivative financial liability
at an initial fair value of £232,451, with the residual placing proceeds
allocated to equity. On 27 August 2025 and 29 August 2025, 82,500 and 167,500
warrants respectively were exercised at £1.80 per share for gross proceeds of
£450,000. Immediately prior to exercise the liability was remeasured to its
fair value of £769,288. Upon exercise the carrying value of the derivative
was derecognised and the combined amount of the exercise proceeds and
derivative carrying value was recognised within share capital and share
premium.
June 2025 tranche
On 13 June 2025, a further 250,000 warrants were issued in connection with an
equity placing on the same terms as the May tranche, with an initial exercise
price of £2.70 per share, subject to the same reset provisions. The exercise
price was similarly reset to £1.80 per share. The warrants were recognised as
a derivative financial liability at an initial fair value of £236,043, with
the residual placing proceeds allocated to equity. On 24 November 2025 all
250,000 warrants were exercised at £1.80 per share for gross proceeds of
£450,000. Immediately prior to exercise the liability was remeasured to its
fair value of £1,887,836. Upon exercise the carrying value of the derivative
was derecognised and the combined amount of the exercise proceeds and
derivative carrying value was recognised within share capital and share
premium.
Deed of Variation
On 16 September 2025, the Company entered into a Deed of Variation amending
the terms of previously issued warrants. The amendment introduced a
compensation feature under which the Company was required to make a payment to
the warrant holder if specified conditions were met, settleable either in cash
or through the issuance of a variable number of ordinary shares equal to a
specified monetary amount. As the settlement mechanism involved either a cash
payment or a variable number of shares, the amended feature failed the
fixed-for-fixed condition under IAS 32 and was recognised as a financial
liability at fair value on the date of the variation.
The warrants subject to the amendment comprised two tranches. The first
tranche, covering 30,000 shares with a floor price of 910 pence, was out of
the money at the variation date based on the prevailing share price of 1,232.5
pence and carried a nil intrinsic value. The second tranche, covering 20,000
shares with a floor price of 1,367.5 pence, was in the money at the variation
date, giving rise to an intrinsic value of £27,000, which was recognised as
the initial fair value of the financial liability with a corresponding charge
to profit or loss.
The liability was subsequently remeasured to fair value through profit or loss
in accordance with IFRS 9. In December 2025 the Company settled the obligation
in full through the issuance of 11,821 ordinary shares at a deemed value of
£8.84 per share, for a total settlement value of £104,498. Upon settlement
the carrying value of the liability was derecognised and the shares issued
were recognised within share capital and share premium. The remeasurement loss
recognised in profit or loss in respect of this instrument totalled £77,498.
The movement in the derivative liability during the year was as follows:
Group & Company Warrants Derivative Financial Liability £
As at 31 December 2024 - -
May 2025 tranche - initial recognition 250,000 232,451
June 2025 tranche - initial recognition 250,000 236,043
Recognition of deed variation liability - 27,000
Fair value movement - H1 2025 - 66,552
Fair value movement - H2 2025 (to exercise dates) - 2,122,078
Fair value movement - deed variation to settlement - 77,498
Exercise - August 2025 (250,000) (769,288)
Exercise - November 2025 (250,000) (1,887,836)
Settlement by share issuance - December 2025 - (104,498)
As at 31 December 2025 - -
The total fair value movement recognised in profit or loss during the year in
respect of the deed of variation and both derivative financial instruments
tranches was £2,293,128 (2024: nil), representing a loss. This amount is
presented within Fair value loss on derivative financial instruments in the
statement of comprehensive income.
No derivative financial liabilities were outstanding at 31 December 2025.
24. Commitments
Licences
Milestone and royalty payments that may become due under licence agreements
are dependent on, among other factors, clinical trials, regulatory approvals
and ultimately the successful development of new drugs, the outcomes and
timings of which are uncertain.
For the licence to Lilly contributions to the intellectual property in the CDX
bispecific antibody, future payments will be contingent upon meeting certain
similar development, regulatory and commercialisation milestones and so do not
meet the definition of commitments pending further developments. This licence
is subject to an up-front payment to Lilly of $250,000 and milestone payments
of up to $1 million through to Phase II clinical trials. Lilly is also
eligible to receive substantial additional milestone payments based on the
achievement of prespecified milestones, as well as tiered single-digit
royalties on sales. In addition, the Company will pay Lilly a percentage of
any cash payments received in respect of any sublicence of the licensed
intellectual property.
Leases
In August 2021, Hemogenyx LLC entered into a lease for a 9,357 square foot
purpose-built laboratory for eight years beginning on 1 April 2022. The lease
contains escalating monthly payments ranging from approximately $64,300 to
$76,500 per month over the lease term. The Group paid a security deposit of
£156,114 ($188,005) during the year ended 31 December 2021 for such facility
lease.
Sublease Agreement
In December 2025, Hemogenyx Pharmaceuticals LLC entered into a sublease
agreement for one laboratory bay within the premises at 1361 Amsterdam Avenue,
Suite 320, New York. The sublease commenced on 1 December 2025 and has a term
of 13 months ending 31 December 2026, with monthly rent of $10,000 commencing
1 January 2026. December 2025 was a rent-free month under the terms of the
agreement.
The sublease has been classified as an operating sublease under IFRS 16, by
reference to the remaining term of the right-of-use asset underlying the head
lease. Sublease income is recognised on a straight-line basis over the
13-month term. Total contractual receipts under the sublease amount to
$120,000. Income of £7,118 was recognised in the year ended 31 December 2025.
Service agreements
In December 2021, Hemogenyx Pharmaceuticals LLC entered into a service
agreement to establish Research Cell Banks (RCBs) for production of the
Company's proprietary recombinant protein(s) encoded by cDNAs. From 31
December 2021 through 31 December 2022, Hemogenyx Pharmaceuticals LLC has paid
£200,778 (CHF 214,063) under this agreement. Under the terms of the
agreement, Hemogenyx Pharmaceuticals LLC may pay up to CHF 590,000 at its
discretion in aggregate, inclusive of the amounts already paid.
In December 2021, Hemogenyx Pharmaceuticals LLC entered into service
agreements with another party to produce components of the Company's CAR-T
product candidate. Under the terms of the agreement, Hemogenyx Pharmaceuticals
LLC must pay an aggregate of £1,970,911 ($2,109,957) in milestone payments
during the term of production. From 31 December 2021 through 31 December 2025,
Hemogenyx Pharmaceuticals LLC has paid £2,128,854 ($2,868,121) under these
agreements.
In September 2023, Hemogenyx Pharmaceuticals entered into a Master Services
and Contract Agreement for a third party to provide clinical services and
technologies for the forthcoming Phase I clinical trials for an initial term
of 38 months, paying an aggregate of £1,979,753 ($2,530,057). This includes
an upfront payment of £772,097 ($986,713) and monthly instalments over 38
months of £32,639 ($41,712) commencing in April 2024. From April 2024 through
31 December 2025, Hemogenyx Pharmaceuticals LLC has paid £371,454 ($500,544)
under the agreement.
Share options
As detailed further in Note 18, certain share options contain contingent
vesting conditions.
25. Ultimate controlling party
The Directors have determined that there is no controlling party as no
individual shareholder holds a controlling interest in the Company.
26. Subsequent events
February 2026 Placing
In February 2026, the Company raised £2,475,000 through the placing of
330,000 ordinary shares at £7.50 per share. In connection with the placing,
the Company issued 333,333 warrants exercisable at 900 pence per share for a
period of 36 months from the date of issue. The warrants satisfy the
fixed-for-fixed condition under IAS 32 and are classified as equity
instruments.
April 2026 Fundraise
In April 2026, the Company raised £3,000,000 through a direct subscription
for 374,532 ordinary shares at £8.01 per share.
27. Copies of the annual report
Copies of the annual report will be available on the Company's web site at
https://hemogenyx.com and from the Company's registered office 6 Heddon
Street, London, W1B 4BT.
(#_ftnref1)
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