REG - N4 Pharma PLC - Final Results, Annual Report and Notice of AGM
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RNS Number : 6987L N4 Pharma PLC 06 June 2025
6 June 2025
N4 Pharma plc
("N4 Pharma" or the "Company")
Final Results
Posting of Annual Report and Notice of AGM
N4 Pharma plc (AIM: N4P), the UK biotech developing Nuvec®, its proprietary
gene delivery system to enable advanced therapies for cancer and other
diseases, is pleased to announce its audited results for the year ended 31
December 2024.
The Annual Report and Accounts and Notice of the Company's Annual General
Meeting ("AGM") have been posted to shareholders. The AGM will be held at
11.00 am on 30 June 2025 at Arch Law Limited Huckletree Bishopsgate, 8
Bishopsgate, London, EC2N 4BQ.
The Annual Report and Accounts and the Notice of AGM will be available on the
Company's website: https://www.n4pharma.com/ (https://www.n4pharma.com/) .
Operational highlights
· Focus on developing RNA therapeutic products utilising the
Company's proprietary Nuvec® platform and building-out a cohesive data pack
to secure commercial partnerships and collaborations.
· Successful completion of in vitro profiling of N4 101, an oral
anti-inflammatory product for the treatment of Inflammatory Bowel Disease
(IBD), demonstrating key benefits of the Nuvec® delivery platform in December
2024.
· Positive in vivo results from ongoing studies at the University of
Queensland showed, for the first time, the successful oral delivery of a
Nuvec® capsule into the intestine of mice, where it released its plasmid DNA
payload to produce localised protein expression, in April 2024.
· Application made to the FDA for orphan drug designation in respect of
ECP105, utilising the Liptide® platform, for the prevention of scarring
following glaucoma surgery in July 2024.
· Positive results from collaboration with SRI International ("SRI")
demonstrating the ability for Nuvec® to target its payload to specific cells
in August 2024.
· Appointment of Mike Palfreyman as an independent Non-Executive
Director in September 2024.
· New patent filed for N4 101 oral IBD product in December 2024.
Post period end
· Appointment of Dr Alastair Smith as an independent Non-Executive
Director and David Templeton retired as a Director in January 2025.
· Successful placing and subscription raising gross proceeds of
£1,750,000 in April 2025.
· Positive results from first in vivo efficacy study for N4 101 using
an industry standard animal model of IBD showing a marked decrease in
inflammation with both single and dual-loaded Nuvec® particles compared with
controls across all key indicators of colitis, including Disease Activity
Index (DAI), colon length, and body weight loss and a clear increase in
efficacy using Nuvec® particles targeted using mannose.
· World-class Senior Leadership Team established with leading expert
consultants in drug development and research, commercial strategy, and
pharmaceutical manufacturing in May 2025.
Financial summary
· Revenue increased to £7,282 (31 December 2023: £1,953).
· Operating loss for the year was £1,221,101 (31 December 2023:
£1,424,594 loss). Expenditure was broadly in line with the budget and
decreased compared to the prior year.
· Cash at year-end of £625,972 (31 December 2023: £1,027,112 loss),
supported by gross fundraising of £630,000 in June 2024.
Nigel Theobald, Chief Executive Officer of N4 Pharma, commented:
"N4 Pharma delivered strong technical and operational progress during the
year. The Company has a clear strategic focus on advancing our Nuvec® RNA
delivery platform. Nuvec® continues to generate compelling pre-clinical data
and meets key performance criteria needed to address the core challenge in RNA
therapeutics - safe and effective delivery.
"Following our successful fundraising, we have initiated an expanded work
programme to strengthen the commercial data package around Nuvec®, to secure
licensing agreements with third parties. This work is being driven by a
high-calibre operational team and will be delivered over the next 12 to 18
months.
"The Company awaits the outcome of the FDA's consideration of our application
for Orphan Drug Designation for ECP105 in order to finalise our
decision-making on the strategy for this product.
"Nuvec® represents a significant opportunity to create long-term value. We
remain committed to unlocking its full commercial potential to deliver
shareholder value as we execute our strategy and build momentum."
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 which has been incorporated into UK law by the European
Union (Withdrawal) Act 2018. Upon the publication of this announcement via
Regulatory Information Service, this inside information is now considered to
be in the public domain.
- Ends -
For more information please contact:
N4 Pharma plc
Nigel Theobald, CEO Via N4 Pharma Investor Hub: investors.n4pharma.com
(https://investors.n4pharma.com/)
Luke Cairns, Executive Director
https://investors.n4pharma.com/link/XyM4ZP
Submit your questions directly to the management team via the N4 Pharma (https://investors.n4pharma.com/link/XyM4ZP)
Investor Hub
SP Angel Corporate Finance LLP Tel: +44 (0)20 3470 0470
Nominated Adviser and Joint Broker
Matthew Johnson/Jen Clarke (Corporate Finance)
Vadim Alexandre/Abigail Wayne/Rob Rees (Corporate Broking)
Turner Pope Investments (TPI) Limited Tel: +44 (0)20 3657 0050
Joint Broker
Andy Thacker
James Pope
Northstar Communications Limited Tel: +44 (0)113 730 3896
Investor Relations
Sarah Hollins
About N4 Pharma
N4 Pharma is a pre-clinical biotech company developing Nuvec®, its
proprietary gene delivery system, to enable advanced therapies for cancer and
other diseases.
RNA therapeutics are set to impact the treatment of a wide range of diseases
and Nuvec® has several key advantages for RNA gene delivery including the
ability to deliver multiple RNA therapies in a single particle, ease of
manufacturing, protection of the RNA payload to allow for oral delivery, no
unwanted immune response and excellent stability and storage.
N4 Pharma is building out its preclinical data set and working towards
first-in-human clinical data to support significant licensing deals for its
Nuvec® platform with gene therapy partners.
N4 Pharma's lead programme, N4 101, is an oral anti-inflammatory product for
IBD which serves as a proof-of-concept programme showcasing all the benefits
of the Nuvec® platform.
For further information on the Company visit www.n4pharma.com
(http://www.n4pharma.com) or sign up at
https://investors.n4pharma.com/auth/signup
(https://investors.n4pharma.com/auth/signup) .
Chairman's Statement
Overview
N4 Pharma plc ("N4 Pharma" or the "Company"), is the Parent Company for N4
Pharma UK Limited ("N4 UK") and Nanogenics Limited ("Nanogenics") and together
form the Group (the "Group").
N4 Pharma plc is a pre-clinical biotech company developing Nuvec®, its
proprietary drug delivery system, to enable advanced therapies for cancer and
other diseases.
RNA therapeutics are set to impact the treatment of a wide range of diseases
and Nuvec® has several key advantages for RNA delivery including the ability
to deliver multiple RNA therapeutics in a single particle, ease of
manufacturing, protection of the RNA payload to allow for oral delivery, no
unwanted immune response and excellent stability and storage.
N4 Pharma is building out its preclinical data set and working towards
first-in-human clinical data to support significant licensing deals for its
Nuvec® platform with pharmaceutical partners and, longer term, building its
own novel therapeutic pipeline.
N4 Pharma's lead programme, N4 101, is an oral anti-inflammatory product
candidate for IBD, which serves as a proof-of-concept programme showcasing all
the benefits of the Nuvec® platform.
The Board has not presented a Strategic Report for the year. All relevant
information on the strategy and performance of the Group is included in this
Chairman's Statement, the Directors' Report and the Corporate Governance
Statement.
Results Summary
During the financial year ended 31 December 2024, £7,282 of revenue was
generated by the Group (31 December 2023: £1,953).
The Group's operating loss for the year was £1,221,101 (31 December 2023:
£1,424,594 loss). Expenditure was broadly in line with the budget and
decreased compared to the prior year.
Cash at the year-end was £625,972 (31 December 2023: £1,027,112), supported
by the Group's gross fundraise of £630,000 during the year. The cash position
has increased significantly following the successful placing and subscription
to raise £1,750,000 (before costs) in April 2025. Following this fundraising,
N4 Pharma's strong cash position enables the Group to greatly accelerate its
work programme during the rest of this year and into 2026.
Operational Review
N4 Pharma has continued to generate further pre-clinical proof of concept data
to add to the significant body of data accumulated in the prior periods, in
respect of the potential use of Nuvec® by the Company in its proprietary drug
pipeline and by potential partners under license arrangements. During 2024,
the Company's focus was to develop its own lead products utilising the Nuvec®
and a second platform, Liptide®, designed to address unmet clinical needs,
whilst continuing to develop and expand a cohesive data pack with which to
attract partners and collaborators to monetise these platform technologies.
The first product, using Nuvec®, N4 101, has the potential to deliver an oral
inhibitor for the treatment of inflammation-related Gastro-intestinal
disorders, including Inflammatory Bowel Disease ("IBD") and Ulcerative Colitis
("UC"). The second product opportunity, via our investment in Nanogenics Ltd,
is exploring the use of Liptide® to deliver a product for the prevention of
scarring following surgery to treat glaucoma. Since the fundraising earlier
this year, the Company has decided to focus its resources on Nuvec®, which
the Board regard as the main value driver for the Company, and specifically on
generating sufficient marketing data to support the securing of significant
commercial agreements for third parties to use the Nuvec® platform to deliver
their own RNA therapeutics. In parallel, the Company awaits the outcome of the
orphan drug designation application for ECP105 as outlined in more detail
below.
As part of this work, N4 Pharma has expanded the Board and, more recently,
appointed a new Senior Leadership Team of expert consultants focused on
delivering the Nuvec® commercial data room and partnerships, details of which
are set out below.
Nuvec®
N4 Pharma has now demonstrated several benefits of Nuvec®, including the
following:
· Its unique spikey surface structure allows the binding of DNA/RNA;
· It is relatively straightforward to manufacture and scale up;
· In contrast to Lipid Nanoparticles, which are known to evoke an
immune response, the data to date indicated that Nuvec® does not elicit an
immune response at the doses used;
· The addition of specific peptides and other ligands enables targeting
to specific cells and tissues;
· The therapeutic payload can be protected from enzymatic digestion and
pH exposure;
· It is a simple process to load multiple siRNAs onto the same
nanoparticle for combination therapies;
· There is quick and efficient cellular uptake and endosomal release,
enabling delivery of large numbers of RNA copies into each cell; and
· It is capable of oral delivery of oligonucleotides, including siRNA,
mRNA and DNA.
In April 2024, the Company announced that, through its research program with
the University of Queensland ("UQ"), it had undertaken further testing, in
vivo, to show the successful delivery of a Nuvec® capsule into the intestine
of mice, where it released its plasmid DNA payload to produce localised
protein expression. This work has reinforced the potential of Nuvec® as an
oral delivery system for multiple nucleotide payloads. Oral delivery,
allowing gastro-intestinal disorders, including cancer, to be targeted, is
very challenging for other nucleic acid delivery techniques.
In this experiment, an enterically-coated capsule containing PEGylated Nuvec®
loaded with plasmid DNA expressing ovalbumin was administered on day one and
subsequent capsules on day three, day six, day nine, with a booster capsule at
day 21. Protein expression was measured to be significantly higher in the
upper gastrointestinal tract of the subject than in controls (DNA alone and
non-PEGylated DNA loaded Nuvec®) up until day 25. In addition, a
significantly higher ovalbumin antibody response was measured at day 36 in the
PEGylated Nuvec® sample compared to the control.
Following this work, the Company undertook further in vitro profiling studies
with Nuvec® for the now named N4 101 proof-of-concept programme for an oral
anti-inflammatory product for the treatment of IBD. In these in vitro
experiments, mouse macrophage cells were used to establish the ability of
Nuvec® delivered RNA to:
1. Reduce the production of TNF-alpha, which is a chemical produced by
the immune system that causes inflammation, and
2. Increase the expression of IL-10, which is a molecule that has an
anti-inflammatory role.
In the treatment of an inflammatory condition such as IBD, a reduction in
TNF-alpha production and an increase in IL-10 is desirable.
Functionalisation of particles with mannose is known to enable targeting to
macrophages, the cells that are believed to cause the problems associated with
IBD. Cells were exposed to Nuvec®, with and without functionalisation with
mannose that binds to the CD206 mannose receptor, which is expressed on the
surface of macrophages.
Cells were treated separately in one experiment with Nuvec® loaded with an
siRNA designed to reduce TNF-alpha production and in a separate experiment
with Nuvec® loaded with an mRNA designed to increase IL-10 production. The
mannose receptor-targeted Nuvec® siRNA treatment significantly reduced the
production of TNF-alpha and showed faster and greater reduction compared to
non-targeted Nuvec®. Targeted particles carrying the mRNA showed a faster and
greater increase in IL-10 expression than non-targeted particles. These data
demonstrate the ability to target active RNA therapeutics to a specific cell
type using Nuvec® - an important goal for RNA therapeutics developers.
In a separate experiment, both the siRNA and mRNA were loaded on the same
mannose-targeting Nuvec® particle in a controlled ratio. A qualitatively
similar reduction in TNF-alpha and increase in IL-10 was observed in the
single-loaded versions, showing that Nuvec® can be dual loaded with different
molecules and can deliver active RNA therapies to the same cell
simultaneously.
Following the successful completion of in vitro profiling in December 2024,
the Company recently completed its first in vivo study using an
industry-standard mouse model of IBD. The study explored the therapeutic
potential of orally administered Nuvec® particles loaded with siRNA alone and
combined with mRNA.
Over a nine-day dosing period, mice with chemically induced acute IBD received
single (siRNA) or dual (siRNA and mRNA) Nuvec®-loaded formulations with the
Nuvec® particles modified to specifically target cells involved in gut
inflammation. Samples were collected for analysis on day 15.
Key highlights from the study included:
· Reduction in inflammation: both single and dual-loaded Nuvec®
particles demonstrated marked improvements compared with controls across all
key indicators of colitis, including Disease Activity Index (DAI), colon
length, and body weight loss.
· Marked increase in efficacy achieved with targeting: both the single
and dual loaded Nuvec® combined with a targeting agent performed better and
showed an even greater reduction in the inflammatory marker TNF alpha than the
untargeted therapies.
· Sustained therapeutic effect: six days after the final
administration, both single and dual-loaded targeted Nuvec® particles showed
a near complete reduction in TNF alpha levels in intestinal tissues.
· Effective oral delivery: the study also provides clear in vivo
evidence that Nuvec® particles successfully deliver therapeutic nucleic acid
cargos (siRNA and mRNA) to the gut via oral administration, resulting in the
sustained anti-inflammatory effects observed.
On the back of these strong data, the Company is moving into optimisation
studies with a view to building a commercial data room to allow N4 Pharma to
secure its first significant commercial deals for Nuvec®, which would
represent a major value inflection point. The Company's plans for Nuvec® for
the remainder of this financial year and beyond are detailed below under
Summary and Outlook.
In addition to using mannose to target macrophages, the Company has also been
exploring alternative cell and tissue targeting approaches with SRI
International ("SRI"). These include investigating the binding chemistries
of various ligands to Nuvec® and their functional utility in targeting
specific cell types. Given the positive in vivo results seen using mannose as
a targeting ligand, the Company is currently focused on this approach.
Nanogenics' Glaucoma product - ECP105
ECP105 represents a simple and effective anti-fibrotic therapeutic approach
which maximises and increases surgical success in the treatment of Glaucoma by
reducing post-surgical scarring whilst avoiding exposing patients to the risk
of cytotoxic medication. Using Liptide® as a delivery system, ECP105 contains
a siRNA sequence to silence the fibrotic gene MRTF-B without cytotoxic side
effects.
One of the strategic decisions taken during the period was to apply for orphan
drug designation in respect of ECP105, for which the Company submitted an
application to the U.S. Food and Drug Administration ("FDA") in early July
2024, for the prevention of scarring following glaucoma surgery. Obtaining
orphan drug status in the USA is expected to bring substantial cost and time
savings on the development work, and if approved, seven years of exclusivity
as well as making it attractive for potential investors and/or acquirers.
There have been various exchanges of information with the FDA, and the
application is still in progress.
Given that the application outcome could significantly influence ECP105's
strategic direction, either unlocking the benefits outlined above or, if the
market proves larger, substantially increasing the target market's value, the
Board has decided to prioritise Nuvec® in the short term to strengthen its
position for future commercial discussions. As soon as there is definitive
clarification on ECP105's orphan drug designation, the Company will take a
view as to which direction would be most beneficial for Nanogenics and ECP105.
Board and Management
In September 2024, the Company welcomed Dr Mike Palfreyman to the Board as a
Non-Executive Director. Mike has more than four decades of successful drug
discovery and development experience in several therapeutic areas with two
major pharmaceutical companies (Marrion Meryl Dow, now Sanofi, and Beecham
Pharmaceuticals, now GSK) and has co-founded and developed several
biotechnology companies including, among others, Co-Founder of Scriptgen
(Anadys) Pharmaceuticals which was sold to Roche in 2011 for US$230 million
and Co-Founder and CSO of Amorsa Therapeutics, Inc. developing novel
treatments for depression and pain where he oversaw a successful US$180
million exit.
In January 2025, David Templeton retired and stepped down from the Board. As
stated at the time, on behalf of all Directors, we would like to thank him for
his contributions over the years and wish him well for the future.
At the same time, the Company welcomed Dr Alastair Smith to the Board as a
Non-Executive Director. Alastair was the founder and former Chief Executive
Officer of Avacta Group plc ("Avacta"), an AIM-quoted biotech company
established as a spin-out from Leeds University in 2005 and listed on the
London Stock Exchange AIM market in 2006.
Over his tenure, Avacta grew into a leading biotech company comprising two
divisions: a clinical-stage oncology drug company advancing its proprietary
pre|CISION(TM) tumour targeting platform and a diagnostics business
executing an M&A-led growth strategy in Europe focused on healthcare
professionals.
As announced on 27 May 2025, the Company's newly configured Board is now
supported by the formation of a Senior Leadership Team, reporting to Nigel
Theobald, Chief Executive Officer, comprising leading expert consultants in
drug development and research, commercial strategy, and pharmaceutical
manufacturing. The team is made up as follows:
Dr Fiona McLaughlin - Head of Research and Development
Dr Fiona McLaughlin is a highly experienced oncology drug developer and
independent consultant, bringing over 25 years of experience in research and
translational drug development in the pharmaceutical and biotech sectors,
having led teams from early research through to clinical development. Fiona
started her career at GSK and has subsequently held leadership positions in
multiple biotech companies, including CSO of Avacta Therapeutics, VP New
Opportunities at Algeta ASA (now Bayer), VP Translational Research at Antisoma
plc and Director of Pre-clinical Development at BTG plc (now part of Boston
Scientific). She is also a non-executive director of Hox Therapeutics.
Fiona received a PhD from the Haematology Department at Cambridge University
and has a BSc in Biochemistry from Glasgow University.
Mark Edbrooke - Head of Strategy
Mark Edbrooke, PhD is an independent scientific consultant with a broad
experience in pharmaceutical research and development. During 25 years at
GlaxoSmithKline, he ran a transnational functional genomics department, and
then set up and led GSK's therapeutic nucleic acid unit. He then
joined AstraZeneca's Oncology Division for three years, working with Ionis
and Moderna. Mark currently has a portfolio of clients, including UK and
US-based investment companies, UK and European-based universities, and
small biotechs, including being Head of Translational Research at Argonaute
RNA Ltd., and on the Senior Advisory Board for Deep Genomics.
Dr Simon Bennett - Commercial Director
Dr Simon Bennett is an independent consultant with over 28 years of experience
in the bio-pharma industry. Over the last 15 years, Simon has worked with more
than 70 clients of all sizes, from technology startups to Big Pharma, largely
supporting business development and licensing, as well as technology scouting
and fundraising. Simon has been involved in over 80 commercial deals and
mentors and advises early-stage businesses and management teams, primarily in
specialty pharma and biotech. Before moving into industry in 1997, Simon was
a Wellcome Trust Research Fellow at the University of Oxford.
Dr Margaret Courtney - Head of Chemistry, Manufacturing and Controls (CMC)
Dr Margaret Courtney is an independent consultant with over 25 years of
experience in transitioning active substances and drug products from the
research laboratory into clinical studies and commercialisation. Margaret has
worked in management positions in small biotech companies to large
pharmaceutical organisations, and following on from her pharmacy degree and
doctoral studies, has developed specific expertise in drug delivery systems.
Currently, she is working with a range of clients and providing CMC strategic
advice as well as selection and management of contract organisations.
Intellectual Property
The Company has the exclusive worldwide rights for therapeutic uses in humans
and animals for technology developed by The University of Queensland
("UQ"). During 2023, this technology had patents granted in Europe,
Australia, Japan, China, and the US and in January 2024, the patent was also
granted in India.
The Company has also filed its own patent on using Nuvec® to enhance the
performance of viral vectors, which is now entering the national phases of
patent execution.
In December 2024, the Company filed a new patent for its oral
anti-inflammatory IBD product, which is in early pre-clinical development
with the UK patent office.
Summary and Outlook
RNA therapeutics is a rapidly growing area of drug development with
significant interest from large pharmaceutical companies and biotechs
globally. The key challenge for all of these companies lies in delivering the
drug safely and intact to the right tissues; this delivery challenge has not
yet been solved. Nuvec® demonstrates all the key performance criteria to
become the delivery platform of choice for the RNA therapeutics industry.
As the Company looks forward, we are therefore consolidating our efforts onto
the Nuvec® platform. In the near term, our focus is to secure partnership
agreements to monetise Nuvec® through licensing deals to get Nuvec® into
third-party drug pipelines and, in the longer term, our strategy is to drive
even greater value by developing our own pipeline of novel RNA therapeutics
differentiated by the Nuvec® platform.
To deliver both of these opportunities, the Company needs to expand the
commercial data pack supporting Nuvec®'s performance claims. This work has
been made possible by the recent fundraise and is being executed over the
coming 12-18 months with the support of the world-class operational leadership
team that has been assembled.
The Company awaits the outcome of the FDA's consideration of our application
for Orphan Drug Designation for ECP105 in order to finalise our
decision-making on the strategy for this product.
Nuvec® has the potential to deliver a very significant increase in
shareholder value, and on behalf of the Board, I would like to thank all of
our shareholders for their continued patient support and look forward to
providing further updates on our progress.
By order of the Board
Chris Britten
Chairman
5 June 2025
N4 Pharma plc
Consolidated Statement of Comprehensive Income for the year ended 31 December
2024
Notes 2024 2023
£ £
Revenue 7,282 1,953
Gross profit 7,282 1,953
(390,387) (619,392)
Research and development costs
General and administration costs (837,996) (717,980)
Costs of purchase of investments - (89,175)
(1,221,101) (1,424,594)
Loss for the year before tax 4
101,112 147,816
Taxation 5
(1,119,989) (1,276,778)
Loss and total comprehensive loss for the year after tax
Total comprehensive loss for the year is attributable to:
Equity owners of N4 Pharma Plc (1,058,622) (1,269,331)
Non-controlling interest (61,367) (7,447)
(1,119,989) (1,276,778)
Loss per share attributable to owners of the parent 11
Weighted average number of shares:
Basic 340,386,906 242,889,938
Diluted 340,881,486 242,889,938
Basic loss per share (0.31) (0.52)
(0.31) (0.52)
Diluted loss per share
All results were derived from continuing operations.
The notes are an integral part of the Financial Statements
N4 Pharma plc
Consolidated Statement of Financial Position as at 31 December 2024
Notes 2024 2023
£ £
Assets
Non-current assets
Goodwill 6 - 61,210
- 61,210
Current assets
Trade and other receivables 7 149,797 187,045
Cash and cash equivalents 625,972 1,027,112
775,769 1,214,157
Total assets 775,769 1,275,367
Liabilities
Current liabilities
Trade and other payables 8 (28,796) (26,224)
Accruals (95,571) (55,502)
Total liabilities (124,367) (81,726)
Net current assets 651,402 1,132,431
Total assets less current liabilities 651,402 1,193,641
Net assets 651,402 1,193,641
Equity
Share capital 10 9,849,946 9,345,946
Share premium 10 14,940,829 14,874,469
Share option reserve 10 114,775 107,385
Reverse acquisition reserve 10 (14,138,244) (14,138,244)
Merger reserve 10 279,347 279,347
Retained earnings 10 (10,399,006) (9,341,267)
Non-controlling interest 14 3,755 66,005
Total equity 651,402 1,193,641
The Financial Statements were approved by the Board of Directors on 5 June
2025 and signed on its behalf:
Nigel Theobald
N4 Pharma plc
Company Statement of Financial Position as at 31 December 2024
Notes 2024 2023
£ £
Assets
Non-current assets
Investments 6 106,614 478,843
106,614 478,843
Current assets
Trade and other receivables 7 17,082 20,625
Intercompany loan receivable 7 20,000 -
Cash and cash equivalents 563,810 697,850
600,892 718,475
Total assets 707,506 1,197,318
Liabilities
Current liabilities
Trade and other payables 8 (8,019) (2,146)
Accruals (48,079) (38,835)
Total liabilities (56,098) (40,981)
Total assets less current liabilities 651,408 1,156,337
Net assets 651,408 1,156,337
Equity
Share capital 10 9,849,946 9,345,946
Share premium 10 14,940,829 14,874,469
Share option reserve 10 114,775 107,385
Merger reserve 10 279,347 279,347
Retained earnings 10 (24,533,489) (23,450,810)
Total equity 651,408 1,156,337
The Company recorded a loss of £1,082,579 for the year (31 December 2023:
£8,636,550).
The Company Financial Statements were approved by the Board of Directors on 5
June 2025 and signed on its behalf:
Nigel Theobald
N4 Pharma plc
Consolidated Statement of Changes in Equity for the year ended 31 December
2024
Year ended 31 December 2024 Share capital Share premium Share option reserve Reverse acquisition reserve Merger reserve Retained earnings Non-controlling Interest Total equity
£ £ £ £ £ £ £ £
Balance at 1 January 2024 9,345,946 14,874,469 107,385 (14,138,244) 279,347 (9,341,267) 66,005 1,193,641
Total comprehensive loss for the year - - - - - (1,058,622) (61,367) (1,119,989)
NCI shares gifted back - - - - - 883 (883) -
Share issue 504,000 126,000 - - - - - 630,000
Share issue costs - (59,640) - - - - - (59,640)
Share based payment charge - - 7,390 - - - - 7,390
At 31 December 2024 9,849,946 14,940,829 114,775 (14,138,244) 279,347 (10,399,006) 3,755 651,402
Year ended 31 December 2023 Share capital Share premium Share option reserve Reverse acquisition reserve Merger reserve Retained earnings Non-controlling Interest Total equity
£ £ £ £ £ £ £ £
Balance at 1 January 2023 9,205,946 14,698,569 103,954 (14,138,244) 279,347 (8,061,414) - 2,088,158
Non-controlling interest on acquisition of subsidiary - - - - - - 62,930 62,930
Shares in subsidiary issued to NCI - - - - - (10,522) 10,522 -
Total comprehensive loss for the year - - - - - (1,269,331) (7,447) (1,276,778)
Share issue 140,000 210,000 - - - - - 350,000
Share issue costs - (34,100) - - - - - (34,100)
Share based payment charge - - 3,431 - - - - 3,431
At 31 December 2023 9,345,946 14,874,469 107,385 (14,138,244) 279,347 (9,341,267) 66,005 1,193,641
N4 Pharma plc
Company Statement of Changes in Equity for the year ended 31 December 2024
Year ended 31 December 2024 Share capital Share Share option reserve Merger reserve Retained earnings Total equity
premium
£ £ £ £ £ £
Balance at 1 January 2024 9,345,946 14,874,469 107,385 279,347 (23,450,810) 1,156,337
Total comprehensive loss for the year - - - - (1,082,579) (1,082,579)
Share issue 504,000 126,000 - - - 630,000
Share issue costs - (59,640) - - - (59,640)
Share based payment charge - - 7,390 - - 7,390
9,849,946 14,940,829 114,775 279,347 (24,533,489) 651,408
At 31 December 2024
Year ended 31 December 2023 Share capital Share Share option reserve Merger reserve Retained earnings Total equity
premium
£ £ £ £ £ £
Balance at 1 January 2023 9,205,946 14,698,569 103,954 279,347 (14,814,260) 9,473,556
Total comprehensive loss for the year - - - - (8,636,550) (8,636,550)
Share issue 140,000 210,000 - - - 350,000
Share issue costs - (34,100) - - - (34,100)
Share based payment charge - - 3,431 - - 3,431
9,345,946 14,874,469 107,385 279,347 (23,450,810) 1,156,337
At 31 December 2023
N4 Pharma plc
Consolidated Statement of Cash Flows for the year ended 31 December 2024
2024 2023
Notes £ £
Operating activities
(1,119,989) (1,276,778)
Loss after tax
Share based payment charge 7,390 3,431
Taxation credit (101,112) (147,816)
Impairment of Goodwill 61,210 -
Operating cash outflow before changes in working capital (1,152,501) (1,421,163)
Movements in working capital:
(Increase)/decrease in trade and other receivables (9,456) 44,230
Increase in trade, other payables and accruals 42,641 3,838
Cash used in operations (1,119,316) (1,373,095)
Taxation credit received 147,816 163,997
Net cash flows used in operating activities (971,500) (1,209,098)
Investing activities
Net cash on acquisition of Subsidiary - 781
Net cash flows from investing activities - 781
Financing activities
Proceeds of ordinary share issue 630,000 350,000
Costs of share issue (59,640) (34,100)
Net cash flows from financing activities 570,360 315,900
Net decrease in cash and cash equivalents (401,140) (892,417)
Cash and cash equivalents at beginning of the year 1,027,112 1,919,529
Cash and cash equivalents at year end 625,972 1,027,112
N4 Pharma plc
Company Statement of Cash Flows for the year ended 31 December 2024
2024 2023
£ £
Operating activities
(1,082,579) (8,636,650)
Loss after tax
Interest receivable (334,180) (305,416)
Share based payment charge 7,390 3,431
Impairment of investment in subsidiaries 372,129 866,004
Impairment of loan to subsidiary 734,180 6,459,000
Operating cash outflow before changes in working capital (303,060) (1,613,631)
Movements in working capital:
Decrease/(increase) in trade and other receivables 3,543 1,277,116
Increase in trade and other payables 15,117 7,135
Cash used in operations (284,400) (329,380)
Net cash flows used in operating activities (284,400) (329,380)
Investing activities
Acquisition of investment - (250,000)
Loan to subsidiaries (420,000) (800,000)
(420,000) (1,050,000)
Net cash flows used in investing activities
Financing activities
Proceeds of ordinary share issue 630,000 350,000
Costs of share issue (59,640) (34,100)
570,360 315,900
Net cash flows from financing activities
Net decrease in cash and cash equivalents (134,040) (1,063,480)
697,850 1,761,330
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at year end 563,810 697,850
Notes to the Consolidated Financial Statements for the year ended 31 December
2024
1. Accounting policies
1.1 Reporting entity
N4 Pharma Plc (the "Company"), is the holding Company for N4 Pharma UK Limited
("N4 UK"), and Nanogenics Limited ("Nanogenics"), and together form the Group
(the "Group"). N4 Pharma UK Limited is a specialist pharmaceutical company
engaged in the development of mesoparticulate silica delivery systems to
improve the cellular delivery and potency of vaccines. The nature of the
business is not deemed to be impacted by seasonal fluctuations and as such
performance is expected to be consistent.
Nanogenics is a specialist pharmaceutical company engaged in the development
of a Liptide platform to deliver a proprietary siRNA sequence to silence a
fibrotic gene. The nature of the business is not deemed to be impacted by
seasonal fluctuations and as such performance is expected to be consistent.
The Company was incorporated and registered in England and Wales on 6 July
1979 as a public limited company and its shares are admitted to trading on AIM
(LSE: N4P). With effect from 15 May 2025 the Company's registered office was
changed from 6th Floor, 60 Gracechurch Street, London, EC3V 0HR to C/o Arch
Law Limited, Huckletree Bishopsgate, 8 Bishopsgate, London, EC2N 4BQ.
The Consolidated and Company Financial Statements have been prepared in
accordance with UK-adopted International Financial Reporting Standards and
applied to the Company Accounts in accordance with the provisions of the
Companies Act 2006.
The Consolidated and Company Financial Statements are presented in Great
British Pounds ("GBP" or "£"), rounded to the nearest £.
The accounting policies set out below have, unless otherwise stated, been
applied consistently to all periods presented in these Consolidated Financial
Statements.
The Company has taken advantage of the exemption granted by Section 408 of the
Companies Act 2006 from presenting its own Statement of Comprehensive Income.
The loss incurred by the Company is disclosed under the Company Statement of
Financial Position.
1.2 Measurement convention
The Consolidated Financial Statements are prepared on the historical cost
basis, except for the following items:
· Share-based payments related to investment acquisition are measured
at fair value shown in the Merger Reserve.
· Share-based payments related to employee costs are measured at fair
value at the date of grant shown in the Statement of Comprehensive Income.
· Share-based payments related to share issue costs are measured at
fair value at the date of grant shown in Share Premium.
· The associated Share Options and Warrants are measured at fair value
at the date of grant using the Black Scholes model (see note 9).
1.3 Going concern
These Consolidated Financial Statements have been prepared on the basis of
accounting principles applicable to a going concern.
The Group currently has no significant source of operating cash inflows, other
than royalty, and has incurred net operating cash outflows after tax for the
year ended 31 December 2024 of £971,500 (2023: £1,209,098 outflow). At 31
December 2024, the Group had cash balances of £625,972 (2023: £1,027,112)
and a surplus in net working capital (current assets, including cash, less
current liabilities) of £651,402 (2023: £1,132,431).
The Group prepares regular business forecasts and monitors its projected cash
flows, which are reviewed by the Board. Forecasts are adjusted for reasonable
sensitivities that address the principal risks and uncertainties to which the
Group is exposed, thus creating a number of different scenarios for the Board
to challenge. In those cases, where scenarios deplete the Group's cash
resources too rapidly, consideration is given to the potential actions
available to management to mitigate the impact of one or more of these
sensitivities, in particular the discretionary nature of costs incurred by the
Group, in order to ensure the continued availability of funds.
As the Group did not have access to bank debt and funding is reliant on issues
of shares in the Parent Company, the Board had derived a mitigation plan for
the scenarios modelled as part of the going concern review. The outcome of
which was the issuance of shares to raise gross proceeds of £1,750,000 by the
Parent Company on 1 April 2025 providing sufficient working capital to allow
the Group to meet its obligations and fund value enhancing studies for a
period of at least 12 months from the signing of these Financial Statements.
On this basis, the Board are satisfied with the adoption of the going concern
basis in preparing the financial statements.
1.4 Basis of consolidation
The Group financial statements consist of the financial statements of the
Company together with the entities controlled by the Company (its
subsidiaries), N4 UK and Nanogenics.
The financial statements for N4 UK and Nanogenics are made up to 31 December
2024. Where necessary, adjustments are made to the financial statements of N4
UK and Nanogenics to bring the accounting policies used into line with those
used by the Group.
All intra-group transactions, balances and unrealised gains on transactions
between Group companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of
the asset transferred.
Subsidiaries are consolidated in the Group's financial statements from the
date that control commences until the date that control ceases.
1.5 Revenue
The Group generates license fees for the licencing of its intellectual
property. Fee income is recognised on the accruals basis.
1.6 Expenses
Research and development
Research costs are charged against the Consolidated Statement of Comprehensive
Income as they are incurred. Certain development costs will be capitalised as
intangible assets when it is probable that the future economic benefits will
flow to the Group. Such intangible assets will be amortised on a straight-line
basis from the point at which the assets are ready for use, over the period of
the expected benefit, and are reviewed for impairment at each year end date.
Other development costs are charged against the Consolidated Statement of
Comprehensive Income as incurred since the criteria for their recognition as
an asset is not met.
The criteria for recognising expenditure as an asset are:
§ It is technically feasible to complete the product;
§ Management intends to complete the product and use or sell it;
§ There is an ability to use or sell the product;
§ It can be demonstrated how the product will generate probable future
economic benefits;
§ Adequate technical, financial and other resources are available to complete
the development, use and sale of the product; and
§ Expenditure attributable to the product can be reliably measured.
The costs of an internally generated intangible asset comprise all directly
attributable costs necessary to create, produce and prepare the asset to be
capable of operating in the manner intended by management. Directly
attributable costs include employee costs incurred on technical development,
testing and certification, materials consumed and any relevant third-party
cost. The costs of internally generated developments are recognised as
intangible assets and are subsequently measured in the same way as externally
acquired intangible assets. However, until completion of the development
project, the assets are subject to impairment testing only.
To date, the criteria for recognition of an internally generated intangible
asset have not been met as explained in note 1.16.
General and administration costs are recognised on an accruals basis in the
Consolidated Statement of Comprehensive Income.
1.7 Taxation
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in
the Consolidated Statement of Comprehensive Income, except to the extent that
it relates to items recognised directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
Current tax
Current tax is recognised at the amount of tax payable using the tax rates and
laws that have been enacted or substantively enacted by the Consolidated
Statement of Financial Position date.
Deferred tax
Deferred tax is recognised in respect of all taxable temporary differences
that have originated but not reversed at the Consolidated Statement of
Financial Position date.
Taxable temporary differences arise from the inclusion of income and expenses
in tax assessments in periods different from those in which they are
recognised in the Consolidated Financial Statements. Deferred tax is measured
using tax rates and laws that have been enacted or substantively enacted by
the year end and that are expected to apply to the reversal of the timing
difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the
extent that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits.
1.8 Foreign Currencies
Monetary assets and liabilities denominated in foreign currencies are
translated into GBP at the rate of exchange ruling at the Consolidated
Statement of Financial Position date. Transactions in foreign currencies are
translated at the rate of exchange ruling at the date of the transaction.
Foreign exchange gains and losses are included in the Consolidated Statement
of Comprehensive
Income.
1.9 Earnings per share
The Group presents basic and diluted earnings or loss per share data for its
ordinary shares. Basic earnings/loss per share is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period,
adjusted for own shares held. Diluted earnings/loss per share is determined by
adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding, adjusted for own
shares held, for the effects of all dilutive potential ordinary shares, which
comprise of share options granted.
1.10 Operating segments
The Group operated in one business segment, that of the development and
commercialisation of medicines via its delivery system called Nuvec® and its
liptide platform called ECP105.
The Directors consider that there are no identifiable business segments that
are subject to risks and returns different to the core business. The
information reported to the Directors, for the purposes of resource allocation
and assessment of performance, is based wholly on the overall activities of
the Group.
1.11 Presentation and classification of financial instruments
issued by the Group
In accordance with IAS 32, financial instruments issued by the Group are
treated as equity only to the extent that they meet the following two
conditions:
(a) they include no contractual obligations upon the Group
to deliver cash or other financial assets or to exchange financial assets or
financial liabilities with another party under conditions that are potentially
unfavourable to the Group; and
(b) where the instrument will or may be settled in the
Company's own equity instruments, it is either a non-derivative that includes
no obligation to deliver a variable number of the Company's own equity
instruments or is a derivative that will be settled by the Company exchanging
a fixed amount of cash or other financial assets for a fixed number of its own
equity instruments.
To the extent that this definition is not met, the proceeds of issue are
classified as a financial liability. Where the instrument so classified
takes the legal form of the Company's own shares, the amounts presented in
these Consolidated Financial Statements for called up share capital and share
premium account exclude amounts in relation to those shares.
Where a financial instrument that contains both equity and financial liability
components exists these components are separated and accounted for
individually under the above policy.
1.12 Non-derivative financial instruments
Non-derivative financial instruments comprise investments, trade and other
receivables, cash and cash equivalents and trade and other payables.
Investments
Investments are investments held in subsidiaries accounted for at cost less
provision for impairment under IAS 27.
1.12 Non-derivative financial instruments (Continued)
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent
to initial recognition they are measured at amortised cost less provisions for
expected credit losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to
initial recognition they are measured at amortised cost using the effective
interest method.
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and comprise of cash at
bank. Any overdrafts are shown within borrowings in current liabilities.
1.13 Impairment
A financial asset not carried at fair value through profit or loss is assessed
at each reporting date to determine whether there is objective evidence that
it is impaired. A financial asset is impaired if objective evidence indicates
that a loss event has occurred after the initial recognition of the asset, and
that the loss event had a negative effect on the estimated future cash flows
of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost
is calculated as the difference between its carrying amount and the present
value of the estimated future cash flows discounted at the asset's original
effective interest rate. Interest on the impaired asset continues to be
recognised through the unwinding of the discount. When a subsequent event
causes the amount of impairment loss to decrease, the decrease in impairment
loss is reversed through the Consolidated Statement of Comprehensive Income.
The carrying amounts of the Group's non-financial assets are reviewed at each
reporting date to determine whether there is any indication of impairment. If
any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount of an asset is the greater of its value in use and its
fair value less costs to sell. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the
risks specific to the asset.
For the purpose of impairment testing, assets that cannot be tested
individually are grouped together into the smallest Group of assets that
generates cash inflows from continuing use that are largely independent of the
cash inflows of other assets or Groups of assets (the "cash-generating unit").
An impairment loss is recognised if the carrying amount of an asset or its
cash generating unit exceeds its estimated recoverable amount. Impairment
losses are recognised in profit or loss. Impairment losses recognised in
respect of cash generated units are allocated first to reduce the carrying
amount of any goodwill allocated to the units, and then to reduce the carrying
amounts of the other assets in the unit (Group of units) on a pro rata basis.
Impairment losses recognised in prior periods are assessed at each reporting
date for any indications that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the estimates used
to determine the recoverable amount. An impairment loss is reversed only to
the extent that the asset's carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation,
if no impairment loss had been recognised.
1.14 Share based payment arrangements
Share-based payment arrangements in which the Group receives goods or services
as consideration for its own equity instruments are accounted for as
equity-settled share-based payment transactions, regardless of how the equity
instruments are obtained by the Group.
Share-based payment transactions, other than those with employees, are
measured at the value of goods or services received where this can be reliably
measured. Where the services received are not identifiable, their fair value
is determined by reference to the grant date fair value of the equity
instruments provided. Should it not be possible to measure reliably the fair
value of identifiable goods and services received, their fair value shall be
determined by reference to the fair value of the equity instruments provided
measured over the period of time that the goods and services are received.
The expense is recognised in the Consolidated Statement of Comprehensive
Income or capitalised as part of an asset when the goods are received or as
services are provided, with a corresponding increase in equity.
The grant date fair value of share-based payment awards granted to employees
is recognised as an employee expense, with a corresponding increase in equity,
over the period that the employees become unconditionally entitled to the
awards. The fair value of the options granted is measured using an option
valuation model, taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense is adjusted to
reflect the actual number of awards for which the related service and
non-market vesting conditions are expected to be met, such that the amount
ultimately recognised as an expense is based on the number of awards that do
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.
1.15 Adoption of new and revised International Financial
Reporting Standards
The following IFRS standards, amendments or interpretations became effective
during the year ended 31 December 2024 but have not had a material effect on
this Consolidated Financial Information:
Standard Effective date
Amendments to IAS 1 Presentation of Financial Statements (Amendments 1 January 2024
to Classification of Liabilities as Current or
Non-current)
Amendments to IAS 1 Presentation of Financial Statements (Amendment to 1 January 2024
Non-current liabilities with covenants)
Amendments to IFRS 16 Leases (Amendment, Lease Liability in a Sale and 1 January 2024
Leaseback)
Amendments to IAS 7 and IFRS 7 in respect of Supplier Finance Arrangements 1 January 2024
All new standards and amendments to standards and interpretations effective
for annual periods beginning on or after 1 January 2024 that are applicable to
the Group have been applied in preparing these Consolidated Financial
Statements.
The standards and interpretations that are issued and relevant to the Group,
but not yet effective, up to the date of issuance of the Consolidated
Financial Statements are disclosed below. The Group intends to adopt these
standards, if applicable, when they become effective.
Standard Effective date
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates 1 January 2025
(Amendments) - Lack of exchangeability
1.15 Adoption of new and revised International Financial
Reporting Standards (Continued)
At the date of authorisation of these financial statements, the following
standards and interpretations relevant to the Group and which have not been
applied in these financial statements, have not been endorsed for use in the
UK and will not be adopted until such time as endorsement is confirmed.
Standard Effective date
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and 1 January 2026
Measurement of Financial Instruments
Amendments to IFRS18 Presentation and Disclosure in Financial 1 January 2027
Statements
Amendments to IFRS19 Subsidiaries without Public Accountability: 1 January 2027
Disclosures
The Directors are continuing to assess the potential impact that the adoption
of the standards listed above will have on the Consolidated Financial
Statements for the year ended 31 December 2024.
The Board are currently assessing the impact of these new amendments on the
Group's financial reporting for future periods. However, the Board does not
expect any of the above to have a material impact on future reporting except
for IFRS 18 which is expected to result in changes in the presentation of
certain primary financial statements. A full assessment will be performed
once the standard is adopted in the UK.
1.16 Use of estimates and judgements
The preparation of Consolidated Financial Statements in conformity with IFRSs
requires management to make certain judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses during the period. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
In the process of applying the Group's accounting policies, the Directors have
decided the following estimates and assumptions are material to the carrying
amounts of assets and liabilities recognised in the Consolidated Financial
Statements.
Critical judgements
Research and development expenditure
The key judgements surrounding the Research & Development expenditure is
whether the expenditure meets the criteria for capitalisation. Expenditure
will only be capitalised when the recognition criteria is met and is otherwise
written off to the Consolidated Statement of Comprehensive Income. The
recognition criteria include the identification of a clearly defined project
with separately identifiable expenditure where the outcome of the project, in
terms of its technical feasibility and commercial viability, can be measured
or assessed with reasonable certainty and that sufficient resources exist to
complete a profitable project. In the event that these criteria are met, and
it is probable that future economic benefit attributable to the product will
flow to the Group, then the expenditure will be capitalised.
Impairment of investments and intercompany debtors
N4 UK has sustained losses and the Statement of Financial position is in
deficit. The recoverability of the intercompany debtor and the cost of
investment is dependent on the future profitability and success of the entity,
which is in a research phase and has not therefore generated any revenue to
date. Having considered research progress during the year and future prospects
of N4 UK, the Directors consider that there are indicators of impairment in
respect of these balances. This is a significant judgement. Further detail is
given in Note 13.
2. Risk management
Overview
The Group has exposure to the following risks:
· Credit risk;
· Liquidity risk;
· Tax risk;
· Market risk; and
· Operational risk
· Regulatory and legislative risk
This note presents information about the Group's exposure to each of the above
risks, its objectives, policies and processes for measuring and managing risk,
and its management of capital. Further quantitative disclosures are included
throughout these Consolidated Financial Statements.
Risk management framework
The Board has overall responsibility for the establishment and oversight of
the risk management framework and developing and monitoring the Group's risk
management policies. Key risk areas have been identified and the Group's risk
management policies and systems will be reviewed regularly to reflect changes
in market conditions and the Group's activities.
The Audit Committee oversees how management monitors compliance with the
Group's risk management policies and procedures and reviews the adequacy of
the risk management framework in relation to the risks faced by the Group.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group's bank deposits and
receivables. See Note 12 for further detail. The risk of non-collection is
considered to be low. This risk is deemed low at present due to the Group not
generating material revenue but is a consideration for future risks.
There is an intercompany debtor balance between the Company and N4 UK. The
recoverability of this debtor is dependent on the future profitability of the
entity. As N4 UK has sustained losses and the Statement of Financial Position
is in deficit it is currently not in a position to repay this amount and this
therefore poses a credit risk to the Company, but not to the Group.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation. The Group monitors cash flow on a monthly basis
through forecasting to help mitigate this risk.
Tax risk
Any change in the Group's tax status or in taxation legislation or its
interpretations could affect the value of the investments held by the Group or
the Group's ability to provide returns to shareholders or alter post-tax
returns to shareholders.
Market risk and competition
The Group operates as a specialist pharmaceutical Company engaged in the
development of mesoparticulate silica delivery systems to improve the cellular
delivery and potency of vaccines and development of a Liptide platform to
deliver a proprietary siRNA sequence to silence a fibrotic gene for the
treatment of glaucoma. The Group is entering into a market with existing
competitors and the prospect of new entrants entering the current market.
There is no guarantee that current competitors or new entrants to the market
will not appeal to a wider portion of the Group's target market or command
broader band awareness.
In addition, the Group's future potential revenues from product sales will be
affected by changes in the market price of pharmaceutical drugs and could also
be subject to regulatory controls or similar restrictions.
Market risk is monitored continuously by the Group and the Board reacts to any
changes in market conditions as and when they arise.
Operational risk
The Group is at an early stage of development and is subject to several
operational risks. The commencement of the Group's material revenues is
difficult to predict and there is no guarantee the Group will generate
material revenues in the future. The Group has a limited operational history
upon which its performance and prospects can be evaluated and faces the risks
frequently encountered by developing companies. The risks include the
uncertainty as to which areas of pharmaceuticals to target for growth.
Operational risk is managed by adapting the future plans of the Group based on
results and feedback from employees, suppliers and contractors.
Regulatory and legislative risk
The operations of the Group are such that it is exposed to the risk of
litigation from its suppliers, employees and regulatory authorities. Exposure
to litigation or fines imposed by regulatory authorities may affect the
Group's reputation even though monetary consequences may not be significant.
Any changes to regulations or legislation are reviewed by the Board on a
regular basis and the Group applies any that are relevant accordingly.
Changes to legislation, regulations, rules and practices may change and is
often the case in the pharmaceutical industry which is highly regulated and
susceptible to regular change. Any changes may have an adverse effect on the
Group's operations.
Regulatory and legislative risk will become more significant once the current
research generates revenue.
Protection of intellectual property
The Group's ability to compete significantly relies upon the successful
protection of its intellectual property, in particular its licenced and owned
patent applications for Nuvec® and ECP105. The Group seeks to protect its
intellectual property through the filing of worldwide patent applications, as
well as robust confidentiality obligations on its employees. However, this
does not provide assurance that a third party will not infringe on the Group's
intellectual property, release confidential information about the intellectual
property or claim technology which is registered to the Group.
Capital management
The Group has no loans or borrowings and has sufficient resources, in the view
of the Directors, to meet its working capital requirements for the next 12
months.
The Group manages its capital through the preparation of detailed forecasts,
and tracks actual receipts and outlays against the forecasts on a regular
basis, to ensure that the Group will be able to continue as a going concern
while maximising the return to shareholders.
The capital structure of the Group consists of cash and cash equivalents and
equity comprising, capital, reserves and accumulated losses.
1. Employees and directors
The average monthly number of employees during the year was 4 (2023: 5). The
Directors of the Group are employed by both the Company and N4 UK and as such
are included in the employee figure. Total Directors' remuneration is detailed
in Note 13 of these Consolidated Financial Statements.
There are no employees other than the Directors (2023: none).
Group
2024 2023
£ £
Wages and Salaries 207,467 214,000
Social security costs 17,761 17,778
225,228 231,778
Company
2024 2023
£ £
Wages and Salaries 67,315 89,907
Social security costs 2,056 2,056
69,371 91,963
4. Expenses by nature
2024 2023
£ £
Administrative expenses include the following:
Fees payable to the Group's auditor for the audit 35,000 26,985
of the Group and Company Financial Statements
Fee payable for audit of subsidiaries - 10,015
Impairment of goodwill 61,210 -
Salary costs 225,227 231,778
Taxation
2024 2023
£ £
Current tax
Research and development tax credit receivable for the current period (101,112) (147,816)
(101,112) (147,816)
Deferred tax
Origination and reversal of temporary differences - -
Tax in Statement of Comprehensive Income (101,112) (147,816)
The tax charge for the year can be reconciled to the loss in the Consolidated
Statement of Comprehensive Income as follows:
2024 2023
£ £
Loss before taxation (1,068,299) (1,276,778)
Tax at the UK corporation tax rate of 25% (2023: 25%) (267,181) (319,195)
Net Research and development tax credits (101,112) (147,816)
Changes in unrecognised deferred tax asset 267,181 319,195
Adjustments in respect of prior periods - -
Tax credit for the year (101,112) (147,816)
At the year end the Group had trading losses carried forward of £11,356,029
(2023: £11,357,986) for use against future profits. There are no other
factors which may impact future tax charges. A deferred tax asset has not been
recognised on unrelieved trading losses as the timing, extent and availability
of future profits is not yet certain.
6. Investments
Investment in subsidiaries
Cost N4 Pharma UK Nanogenics Limited Total
£ £ £
Balance at 31 December 2022 1,094,747 - 1,094,747
Additions - 250,000 250,000
Impairment (866,004) - (866,004)
Balance at 31 December 2023 228,743 250,000 478,743
Impairment (135,174) (236,955) (372,129)
Balance at 31 December 2024 93,569 13,045 106,614
In respect of the Company's investment in its subsidiaries of £106,614 (2023:
£478,743) an impairment charge of £372,129 has been recorded to reflect the
Board's assessment that, given the early stage of the development of the
subsidiaries' R&D projects, and therefore the uncertainty over future cash
flows, the best estimate of the recoverable amount is based on the
subsidiaries' respective net assets at the reporting date.
Details of the Company's subsidiaries at 31 December 2024 are as follows:
Registered Office Principal activity Proportion of ownership and voting rights held
N4 Pharma UK Limited The Mills, Canal Street, Derby, DE1 2RJ Delivery of vaccines and therapeutics 100%
Nanogenics Limited 6th Floor 60 Gracechurch Street, London, United Kingdom, EC3V 0HR Research and experimental development on biotechnology 71.21%
During the year, minority shareholders in Nanogenics Limited gifted back 301
shares back to the company. Therefore, the Group's interest in Nanogenics
increased from 70.82% to 71.21% in the year.
Goodwill
2024 2023
£ £
At 1 December 61,210 -
Additions - 61,210
Impairment (61,210) -
At 31 December - 61,210
At the year end the Group held goodwill of £nil (2023: £61,210) in respect
of the 2023 acquisition of Nanogenics Limited.
As required by IAS 36, the Board performed an impairment assessment based on
the greater of value in use or fair value less costs to sell. In light of the
early stage of development of Nanogenics' R&D portfolio and therefore the
limited predictability of any future cash flows arising from commercialisation
of the portfolio, the Board elected to impair the goodwill in full. An
impairment charge of £61,210 was recognised in the Consolidated Statement of
Comprehensive Income.
Trade and other receivables
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Prepayments 15,130 10,613 11,572 9,916
VAT receivable 25,714 24,972 5,510 10,709
R&D tax credits receivable 101,112 147,816 - -
Other debtors 7,841 3,644 - -
149,797 187,045 17,082 20,625
The carrying value of trade and other receivables is considered to approximate
to their fair value.
The Company's loans to subsidiaries were as follows:
2024 2023
£ £
At 1 December 7,648,026 6,542,610
Brought forward credit loss provision (7,648,026) -
Additional loans made 420,000 800,000
Interest charged 334,179 305,416
Addition to credit loss provision (734,179) (7,648,026)
At 31 December 20,000 -
The Company funds the activities of its subsidiaries through loans. The
Company held a loan receivable from N4 Pharma UK Limited at year end of
£6,859,000 (2023: £6,459,000). Additional funds of £400,000 were advanced
during the year. Interest is charged at 5% and so interest income of £334,179
was recorded in the Company's income statement in the year. In forming an
assessment of expected credit losses, based on the maturity at the year end of
31 December 2025, the Board determined that a 100% provision should be raised
against loan capital and accrued interest in light of the limited
predictability of the timing of future cash flows.
During the year the Company made loans to Nanogenics Limited of £20,000.
The loan is repayable in September 2025 and if not repaid on that date it can
be converted to equity of Nanogenics by reference to the lower of £100 per
share or the most recent amount paid by N4 Pharma plc to subscribe for shares
in that company.
8. Trade and other payables
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Trade payables 23,324 20,202 6,871 961
Other payables 5,472 6,022 1,148 1,185
28,796 26,224 8,019 2,146
The carrying value of trade and other payables is considered to approximate to
their fair value.
Share-based payments
Options
The Company has the ability to issue options to Directors to compensate them
for services rendered and incentivize them to add value to the Group's
longer-term share value. Equity settled share-based payments are measured at
fair value at the date of grant. The fair value determined is charged to the
Consolidated Statement of Comprehensive Income on a straight-line basis over
the vesting period based on the Group's estimate of the number of shares that
will vest.
The vesting period is defined as the period in which the options are unable to
be exercised. The period commences on the date the options are issued. For
the options to vest, the holder must remain an employee of the group
throughout the vesting period. Once the vesting period is complete the options
may be exercised on any date up to the lapse date.
Cancellations of equity instruments are treated as an acceleration of the
vesting period and any outstanding charge is recognised in full immediately.
Fair value is measured using a Black Scholes pricing model. The key
assumptions used in the model at the grant date were adjusted based on
management's best estimate for the effects of non-transferability, exercise
restrictions and behavioral considerations.
As at 31 December 2024, there were 22,046,513 (2023: 7,046,513) options in
existence over ordinary shares of the Company. Options in existence during the
current and/or previous financial year are as follows:
Name Date of Grant Ordinary shares under option Vesting Date Expiry Date Exercise Price £
2015 Options
Gavin Burnell 14.10.15 1,351,210 14.10.15 14.10.25 0.0280
Luke Cairns 14.10.15 675,302 14.10.15 14.10.25 0.0280
2017 Options
Luke Cairns 03.05.17 717,143 03.05.20 03.05.27 0.0700
David Templeton 03.05.17 717,143 03.05.20 03.05.27 0.0700
Paul Titley 03.05.17 717,143 03.05.20 03.05.27 0.0700
2019 Options
John Chiplin 21.05.19 717,143 21.05.22 21.05.29 0.0355
Christopher Britten 21.05.19 717,143 21.05.22 21.05.29 0.0355
2020 Options
David Templeton 18.05.20 717,143 18.05.23 18.05.30 0.0480
Luke Cairns 18.05.20 717,143 18.05.23 18.05.30 0.0480
2024 Options
Nigel Theobold 27.11.24 2,000,000 27.11.25 27.11.34 0.0075
Michael Palfreyman 27.11.24 1,000,000 27.11.25 27.11.34 0.0075
Christopher Britten 27.11.24 1,000,000 27.11.25 27.11.34 0.0075
Luke Cairns 27.11.24 1,000,000 27.11.25 27.11.34 0.0075
Nigel Theobold 27.11.24 2,000,000 27.11.26 27.11.34 0.0075
Michael Palfreyman 27.11.24 1,000,000 27.11.26 27.11.34 0.0075
Christopher Britten 27.11.24 1,000,000 27.11.26 27.11.34 0.0075
Luke Cairns 27.11.24 1,000,000 27.11.26 27.11.34 0.0075
Nigel Theobold 27.11.24 2,000,000 27.11.27 27.11.34 0.0075
Michael Palfreyman 27.11.24 1,000,000 27.11.27 27.11.34 0.0075
Christopher Britten 27.11.24 1,000,000 27.11.27 27.11.34 0.0075
Luke Cairns 27.11.24 1,000,000 27.11.27 27.11.34 0.0075
Total options 22,046,513
Warrants
As part of the placing in June 2024 which raised £630,000 before fees and
expenses, the Company issued 7,560,000 warrants at an exercise price of 0.5p
per warrant to the Company's brokers on the transaction as part of their fees.
The warrants entitle holders to subscribe for new ordinary shares at any time
in the period of three years following the grant of the warrants. The expiry
date for the warrants is 6 June 2027.
Fair value is measured using a Black Scholes pricing model.
An amount of £6,840 was recognised in the year ended 31 December 2024 in the
Share Option Reserve in relation to the warrants. There was no amount in the
year ended 31 December 2023 in the Share Option Reserve in relation to the
warrants.
The weighted average remaining life of warrants at year end was 2.0 years
(2023:1.9 years)
The weighted average exercise price of warrants ar the year end was 0.9p
(2023:2p)
The number of warrants exercisable at year end was 10,722,000 (2023:
3,162,000)
The number of options exercisable at year end was 7,046,513 (2023: 7,046,513)
Capital and reserves
Issued, allotted and fully paid 2024 2023
£ £
394,780,349 Ordinary Shares of 0.4p each (2023: 268,780,349) 1,579,121 1,075,121
137,674,431 Deferred Shares of 4p each
5,506,977 5,506,977
279,176,540 Deferred Shares of 0.99p each
2,763,848 2,763,848
9,849,946 9,345,946
All ordinary shares rank equally in all respects, including for dividends,
shareholder attendance and voting rights at meetings, on a return of capital
and in a winding-up.
Authorised ordinary shares at 31 December 2024 totalled 394,780,349
(2023:334,682,497).
During the year 126,000,000 new ordinary shares of 0.4p each were issued
through a placing in June 2024 at a share price of 0.5p per share.
The 137,674,431 deferred shares of 4p, have no right to dividends nor do the
holders thereof have the right to receive notice of or to attend or vote at
any general meeting of the Company. On a return of capital or on a winding up
of the Company, the holders of the deferred shares shall only be entitled to
receive the amount paid up on such shares after the holders of the ordinary
shares have received their return on capital.
The 279,176,540 deferred shares of 0.99p shall be entitled to receive a
special dividend, which is payable upon the repayment to the Company of any
amount owed under certain loan agreements, after which the Company shall, in
priority to any distribution to any other class of share, pay to the holders
of the Special Deferred Shares an aggregate amount equal to the amount repaid
pro rata according to the number of such shares paid up as to their nominal
value held by each shareholder. They shall be entitled to no other
distribution save for a special dividend and shall not be entitled to receive
notice of or attend or vote at a general meeting of the Company. On a return
of capital on a winding up of the Company, they shall only be entitled to
receive the amount paid up on such shares up to a maximum of 0.9 pence per
share after the holders of the Ordinary Shares and the Deferred Shares have
received their return on capital.
Reserves
The equity structure presented in the Consolidated Financial Statements
reflects the equity structure of the Group, including the equity instruments
issued as part of the Reverse Takeover transaction which occurred in 2017 and
followed accounting treatment in accordance with IFRS 3.
The reverse acquisition reserve and the merger reserve are derived as part of
the Reverse Takeover transaction and the balances within these reserves have
had no movement since the point of the Reverse takeover in 2017.
Share premium reserve
The share premium reserve comprises the excess of consideration received over
the par value of the shares issued, plus the nominal value of share capital at
the date of redesignation at no par value.
Share option reserve
The share option reserve comprises the fair value of options granted, less the
fair value of lapsed and expired options.
Retained earnings
Retained earnings comprises of accumulated results to date.
11. Earnings per share
The calculation of basic loss per share at 31 December 2024 was based on the
loss of £1,058,622 (2023: £1,269,331), and a weighted average number of
ordinary shares outstanding of 340,386,906 (2023: 242,889,938), calculated as
follows:
2024 2023
£ £
Losses attributable to ordinary shareholders (1,058,622) (1,269,331)
Weighted average number of ordinary shares
Issued ordinary shares at 1 January 268,780,349 233,780,349
Effect of shares issued during the year 71,606,557 9,109,589
340,386,906 242,889,938
Weighted average number of shares at 31 December
2024 pence per share
2023 pence per share
Basic loss per share (0.31) (0.52)
Diluted loss per share
As the Group reported a loss for the year, there is no dilutive effect of
options and warrants in issue. Therefore Diluted Earnings Per Share is the
same as Earnings Per Share for both the current and comparative period.
2024 pence per share 2023 pence per share
Diluted loss per share (0.31) (0.52)
12. Risk management and analysis
(a) Credit risk
Financial risk management
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group's receivables and cash and
cash equivalents. The carrying amount of cash, cash equivalents and term
deposits represents the maximum credit exposure on those assets. The cash and
cash equivalents are held with UK banks and financial institution
counterparties which are rated by S&P at least A-2.
There is an intercompany debtor balance between the Company and N4 UK. The
recoverability of this debtor is dependent on the future profitability of the
entity. As N4 UK has sustained losses and the Statement of Financial Position
is in deficit it is currently not in a position to repay this amount and this
therefore poses a credit risk to the Company, but not to the Group.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit
exposure. Therefore, the maximum exposure to credit risk at the reporting date
of the Group was £760,639 (2023: £1,203,544), being the total of the
carrying amount of financial assets, shown in the Consolidated Statement of
Financial Position.
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due.
The following are the contractual maturities of financial liabilities,
including estimated interest payments and excluding the impact of netting
agreements.
Group:
Financial liabilities Carrying amount Contractual cash flows 6 months or less 6-12 months 1 -2 years
£ £ £ £ £
31 December 2024
Trade and other payables 28,796 28,796 28,796 - -
31 December 2023
Trade and other payables 26,224 26,224 26,224 - -
Company:
Financial liabilities Carrying amount Contractual cash flows 6 months or less 6-12 months 1 -2 years
£ £ £ £ £
31 December 2024
Trade and other payables 8,019 8,019 8,019 - -
31 December 2023
Trade and other payables 2,146 2,146 2,146 - -
(c) Currency risk
The Group does not have significant exposure to foreign currency risk at
present. The Group does not have any monetary financial instruments which are
held in a currency that differs from that entity's functional currency.
(d) Interest rate risk
Profile
At the reporting date the interest rate profile of interest-bearing financial
instruments was:
Carrying amount
Group: 2024
£
2023
£
Variable rate instruments
Cash and cash equivalents 625,972 1,027,112
Carrying amount
Company: 2024
£
2023
£
Variable rate instruments
Cash and cash equivalents 563,810 697,850
Related parties
Key management personnel
The below remuneration relates to key management personnel, there are no key
management personnel employed by the Group in addition to the Directors.
2024 2023
£ £
Short-term employee benefits 207,467 214,000
Social security costs of short-term employee benefits 17,761 17,778
Share based payments 550 3,431
225,778 235,209
Directors' remuneration
The below remuneration relates to the Directors of the Group.
2024 Remuneration
Cash-based payments Share-based payments
Director Totals
£ £ £
Nigel Theobald 82,500 220 82,720
David Templeton 49,500 - 49,500
Luke Cairns 44,000 110 44,110
Christopher Britten 24,000 110 24,110
Michael Palfreyman 7,467 110 7,557
207,467 550 208,017
Directors' remuneration
2023 Remuneration
Cash-based payments Share-based payments
Director Totals
£ £ £
Nigel Theobald 82,500 - 82,500
David Templeton 49,500 1,715 51,215
Luke Cairns 44,000 1,716 45,716
Christopher Britten 24,000 - 24,000
John Chiplin 14,000 - 14,000
214,000 3,431 217,431
No contributions are paid by the Group to a pension scheme on behalf of the
Directors.
Nigel Theobald is the Group's highest paid director (2023: Nigel Theobald).
His remuneration in each year is disclosed above.
N4 Pharma Plc made loans to its subsidiaries in the year. Details are given
in Note 7.
There are no further related party transactions identified.
There is no ultimate controlling party of the Company or Group.
14. Non-controlling interest
Below is financial information for Nanogenics given that it has
non-controlling interest that is material to the group. The amounts disclosed
are before inter-company eliminations and the prior period comparative relates
to results after 27 September 2023.
Statement of Financial Position 2024 2023 2022
£ £ £
Current Assets 47,365 239,833 -
Current liabilities (34,320) (13,633) -
Current Net assets 13,045 226,200 -
Accumulated NCI 3,756 66,005 -
Statements of Comprehensive Income 2024 2023
£ £
Revenue 7,282 1,953
Expenses (235,164) (27,475)
R&D Tax credit 14,727 -
Loss for the period (213,155) (25,522)
Loss allocated to NCI (61,367) (7,447)
15. Subsequent events
On 1 April 2025 the Company announced a placing and subscription for
437,500,000 new ordinary shares at an issue price of 0.4p to raise gross
proceeds of £1,750,000. Each share carries one warrant, exercisable at 0.8p
for a period of three years from the second admission date.
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