REG - Nuformix PLC - Annual Results for period ended 30 September 2025
27/01/2026 07:00
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RNS Number : 4375Q Nuformix PLC 27 January 2026
27 January 2026
Nuformix plc
("Nuformix" or the "Company")
Annual Results for the period ended 30 September 2025
Nuformix plc (LSE:NFX), a pharmaceutical development company targeting unmet
medical needs in fibrosis and oncology via drug repurposing, announces its
audited results for the year ended 30 September 2025.
Non-Executive Directors' Statement
The key priority for the Directors is to focus on the Company's NXP002 lead
programme and specifically to find a business development partner. The Group
operates a lean structure with the limited Board and brings in specialist
consultants, experts in their field, to support the business as required.
Pipeline
Nuformix has a small pipeline of preclinical assets in development to address
the high unmet medical need in fibrosis and oncology. We target solutions
using our expertise to develop and file patent applications on novel
crystalline forms of existing, marketed drugs, that have improved physical
properties, with the aim of developing novel products in new indications to
create attractive commercial opportunities. Importantly, the commercial
opportunity is optimised when the repurposed product is differentiated from
the original marketed product by way of either dose, route of administration
or presentation.
Drug repurposing is a well-known and successful strategy for enhancing the
therapeutic and commercial value of marketed drugs. Such development
strategies typically offer a greater probability of success compared to
developing newly discovered drugs. This is due to the existing data that has
been generated on the marketed drug, which can serve as an evidence-base for
safety and efficacy in envisaged novel products. This existence of data may
also result in lower overall development costs, shorter development timelines
and reduced risk in development.
The Group's business model is to take its assets through key value inflection
points before partnering or licensing its IP. We conduct research and
development ("R&D") activities through out-sourcing, to enable access to
different types of expertise that are needed for effective R&D and to
minimise our operational costs. The Group has a strong network of external
contractors, with whom we have had relationships over many years.
NXP002 (novel proprietary form of tranilast) - Idiopathic Pulmonary Fibrosis
("IPF")
NXP002 is the Group's lead asset and a potential novel inhaled treatment for
IPF, Progressive Pulmonary Fibrosis ("PPF"), and other progressive fibrosing
interstitial lung diseases ("ILD"). NXP002 is a proprietary, new form of the
drug tranilast with enhanced physical properties that allow delivery direct to
the lung via nebulisation.
There are more than 200 types of ILD, which are characterised by varied
amounts of inflammation, scarring, or both, that damage the lung's ability to
absorb oxygen. IPF is the most well-known form of ILD, affecting approximately
100,000 patients per year in the US. PPF previously referred to as
Progressive Fibrosing ILD (PF-ILD), is a larger and even more poorly served
segment of the ILD market, affecting approximately 200,000 patients per year
in the US.
IPF and PPF are devastating lung diseases associated with a higher mortality
rate than many cancers with median survival of 3-5 years. Thus, IPF and PPF
represent a high unmet medical need such that the requirement for improved
treatment options represents what the Directors believe to be a significant
commercial opportunity. IPF is classified as a rare disease and presents a
global commercial market that is forecast to grow to US$6.4bn by 2031. Sales
of standard-of-care ("SoC") therapy OFEV achieved EUR3.8bn in 2024. Sales of
Esbriet, also an IPF SoC therapy peaked in 2020 at USD1.2bn prior to
genericisation.
Tranilast has a long history of safe use as an oral drug for asthma, keloids
and hypertrophic scarring, but while there is growing evidence that supports
its potential use in other fibrotic conditions, including IPF, a combination
of poor physicochemical properties, variable pharmacokinetics and challenging
pharmacodynamics following oral delivery limit its potential use in ILDs.
NXP002 is differentiated as it is a patent protected, novel form of tranilast
that has been optimised for formulation and delivery direct to the lungs by
inhalation, potentially overcoming the issues using tranilast orally as a
chronic treatment for fibrosing ILDs.
The inhalation route is a well-known delivery strategy for the treatment of
lung diseases to yield greater efficacy and reduce systemic, off-target
side-effects compared to oral treatment. Discontinuation of treatment in IPF
and PPF patients is currently an issue in the treatment of these diseases with
discontinuation rates for current SoCs up to 80% in certain patient groups due
to, in part, their debilitating systemic side effects. The Directors believe
effective inhalation therapies offer the potential to overcome these
limitations of oral therapies.
The positioning of NXP002 as an inhaled treatment for IPF and PPF could be
either as added to SoC treatments or administered as a monotherapy for
patients non-responsive to SoCs and those declining these therapies due to
side effects which significantly impact their quality of life.
The preclinical inhalation strategy, initiated by the Company, has
significantly progressed NXP002 demonstrating:
· drug can be delivered in-vivo by a range of nebulisers at the optimum droplet
size for delivery to the deep lung;
· very high doses of drug appear to be well-tolerated; and
· an in-vivo inhalation dose response was observed across both inflammation and
fibrosis biomarkers that is consistent with all ex-vivo human IPF tissue
studies to date.
The Company conducted studies in a new iteration of a 3D human IPF lung tissue
model, that has been advanced to significantly reduce output variability,
offering greater disease and species relevance. The results for NXP002 alone
and in combination with current SoC's, can be summarised as follows:
· NXP002 is well tolerated in ex-vivo human lung tissue with no signs of
toxicity events;
· NXP002 alone delivers a strong, consistent anti-fibrotic and anti-inflammatory
effect as demonstrated by modulation of the release of multiple biomarkers of
fibrosis and inflammation;
· both high and low concentrations of NXP002 show an additive anti-fibrotic and
anti-inflammatory effect to SoC;
· in particular, the higher concentrations of NXP002 with SoC's deliver a near
complete ablation of fibrosis biomarker release, yet at lower concentrations
than have been seen in other preclinical models to date; and
· the clear, pronounced additive benefit of NXP002 on top of SoCs observed
suggests that NXP002 will provide additional efficacy, even in patients
responding to SoC therapy.
This raises the possibility that NXP002 targets additional disease pathways to
SoC's when increasing the combined anti-fibrotic and anti-inflammatory
response. Following success in suppressing biomarkers of fibrotic disease
progression in human IPF lung tissue, the same samples were analysed to assess
additional mechanistic and anti-inflammatory benefits on top of SoC's and the
results are summarised as follows:
· NXP002 alone delivers a strong, consistent anti-inflammatory effect as
demonstrated by suppression of the release of inflammatory cytokines by over
90% for all cytokines studied; and
· the results further suggest that NXP002 may provide additional efficacy in
combination with SoC's, even in patients not responding to SoC therapy alone.
Nuformix has developed a Target Product Profile ("TPP") that is consistent
with twice daily inhalation administration. To assess NXP002's duration of
action in relation to the TTP, the Company initiated work in an exploratory
model using healthy human lung tissue. The model also bridges the Company's
successful preclinical work across a variety of LPS-challenge studies. The
results are summarised as follows:
· NXP002 suppresses the release of inflammatory cytokines by healthy human lung
tissue following LPS challenge; and
· a strong anti-inflammatory effect remains at 12 hours post drug dosing
demonstrated by continued suppression of the release of inflammatory cytokines
following LPS challenge, confirming NXP002 has a suitable duration of action
to support its TTP of twice daily dosing.
Data from the precision-cut lung slice ("PCLS") disease model referred to
above using lung tissue from IPF patients were reanalysed as part of
on-going discussions with potential licensing and development partners for
NXP002. NXP002 had also been studied in tissue from an autoimmune ILD
explanted lung (in this case from a patient diagnosed with non-specific
interstitial pneumonia or NSIP). This collective data was revisited to compare
key biomarker changes in tissue in response to NXP002 treatment using an 'area
under the curve' (AUC) based approach, considering total biomarker expression
during the treatment period. These new results are summarised as follows:
· a clear dose response to NXP002 was observed across both extra cellular matrix
("ECM") biomarkers and pro-fibrotic mediators suggesting NXP002's activity in
additional pathways to standards of care;
· a consistent and significant effect of NXP002 was observed alone and in
combination with standards of care across both biomarker types in all donors;
· when the Col1A1 gene was found to be overexpressed in tissue, representing
active fibrotic disease and tissue turner, NXP002 consistently attenuates its
expression. When Col1A1 is not overexpressed Col1A1 is maintained, which may
point towards NXP002's role in ECM homeostasis and supporting healthy tissue
repair and regeneration, consistent with the evidence base describing positive
results from clinical studies of tranilast in a range of fibrotic diseases;
and
· the autoimmune-ILD donor studied also showed a significant response across
both biomarker types alongside the seven IPF donors confirming that NXP002's
activity translates well to autoimmune-derived ILDs.
Recently the Group has developed new insights relating to its NXP002 lead
programme. Following an in-depth pharmacology review, leveraging human and
AI-methodologies, the pathways associated with disease progression in fibrotic
diseases in which NXP002 has demonstrated both activity and clinical
translation have been assessed across multiple organs. The resulting outputs
allow clear demonstration of NXP002's potential to regulate four specific
pathways that drive fibrotic disease. This includes core pathways, such as the
TGF- ß pathway, but also evidences regulation of the WNT/ß-catenin and NLRP3
pathways, which are emerging as key disease progression pathways requiring
suppression. The outputs also illustrate consistent translation from
cell-based studies to clinical studies across multiple fibrotic organs,
including the lung, in the resolution of extra cellular matrix deposition.
The Directors concluded that NXP002 as a potential treatment for IPF, was a
likely candidate for Orphan Drug Designation ("ODD"), which could provide
additional product protection against potential future competitors in addition
to product development advantages.
On 29 May 2025, The Group announced that the European Medicines Agency ("EMA")
had granted ODD in IPF for tranilast to the Group. ODD in the European Union
("EU") is granted by the European Commission based on a positive opinion
adopted by the EMA Committee for Orphan Medicinal Products that can
demonstrate potential for significant advancement in treatment of rare and
debilitating diseases affecting no more than five in 10,000 individuals in the
EU. ODD provides incentives to developers of medicines for limited patient
populations, including 10 years market exclusivity, protocol assistance
(guidance on study design and scientific evaluation) and regulatory fee
reductions.
On 11 August 2025 the Group announced that it had submitted an application to
the US Food and Drug Administration ("FDA") for ODD in IPF for tranilast. On
12 November 2025 the Group announced it had received a response from the FDA
requesting further clarification for one specific element of the application
which was responded to, and the Company currently awaits a further response
from the FDA. If successful, the Group's NXP002 programme would be eligible
for certain benefits such as tax credits for clinical trials or qualified
clinical testing costs, a waiver of the Prescription Drug User Fee Act
application fee when a marketing application is submitted, and the potential
to receive seven years of marketing exclusivity upon product approval.
The Board continues to believe NXP002 offers a potentially significant
treatment of progressive fibrosing ILDs, including IPF and PPF, and is focused
on generating data and further developing discussions with potential partners
that may support its efforts to secure a licensing, option or collaborative
agreement for NXP002. As a consequence, the following activities are being
prioritised:
· Assessment of the likely inhaled human therapeutic window;
· Continued investment into maintenance and prosecution of key NXP002 IP;
· Continued work with industry experts and key opinion leaders to create a
clinical development strategy, cost and timeline; and
· Progression of partnering discussions with multiple parties with the aim of
securing a licencing, option or collaborative agreement.
NXP004 (novel forms of olaparib) - Oncology
The Group discovered novel forms of olaparib, a drug currently marketed by
AstraZeneca, as Lynparza®. Lynparza® was approved for the treatment of
adults with advanced ovarian cancer and deleterious or suspected deleterious
germline BRCA mutation and has since secured similar approvals in breast,
pancreatic and prostate cancers. These approvals have propelled Lynparza®
sales to US$2.6bn in 2022 with industry analysts forecasting annual sales of
US$9.7bn by 2028.
Subsequently, further preformulation and in-vitro studies allowed Nuformix to
identify lead cocrystals to be progressed for further development. Results
from in vitro dissolution studies demonstrated that the two lead NXP004
cocrystals out-performed Lynparza®, both in terms of rate and extent of
dissolution and release of olaparib.
Enhancement of dissolution in the currently marketed formulation of Lynparza®
resulted in improved bioavailability versus the initial marketed product.
Therefore, the Directors believe that NXP004 may offer potential to further
increase olaparib's bioavailability. In addition, the Directors believe that
the potential simplicity of NXP004-based formulations may offer improvements
in product cost-of-goods versus the currently marketed product, which requires
complex manufacturing methods.
The Directors believe that these attributes position NXP004 for applications
in line-extensions for the currently marketed product, or for possible
development in future first-to-generic product opportunities.
NXP001 (new form of aprepitant) - Oncology
NXP001 is a proprietary new form of the drug aprepitant that is currently
marketed as a product in the oncology supportive care setting (chemotherapy
induced nausea and vomiting) initially exclusively licensed to Oxilio Limited
("Oxilio") for oncology indications. In September 2023, Oxilio acquired
ownership of Nuformix's NXP001 patent portfolio. Nuformix retained rights to
receive further development milestones and royalties capped at £2 million per
year under the terms of acquisition.
Currently however, NXP002 is the Company's priority.
Fundraising
On 4 November 2024 , the Company completed a placing (the "Placing") of
440,000,000 new ordinary shares and a subscription for 160,000,000 new
ordinary shares to raise gross proceeds of £300,000 at a price of 0.05
pence per share (the "Issue Price") (the "Fundraise"). The Issue Price was
below the 0.1 pence nominal value of the existing ordinary shares therefore
a share capital reorganisation was conducted. The new shares represented 42%
of the enlarged share capital.
The Placing was arranged by CMC Markets. The Company also issued 26,400,000
'broker' warrants to CMC Markets, giving them the right to acquire such number
of new ordinary shares at an exercise price of 0.05 pence for a period of
two years from the date of admission, being 5 November 2024. The warrants were
subsequently exercised on 14 April 2025 for a total consideration of £13,200.
On 11th February 2025, a subscription for 250,000,000 new ordinary shares at a
price of 0.0675 pence per share raised gross proceeds of £168,750.
Additionally, on 30th May 2025, a placing for 300,000,000 new ordinary shares
at a price of 0.07 pence per share raised gross proceeds of £210,000.
Post period end, on 11 November 2025, an Open Offer was completed. The Open
Offer, underwritten by CMC Markets, raised £228,081 (before expenses) through
the issue of 114,040,535 Open Offer Shares at an Issue Price of 0.2p per
Share, including a share premium of £114,041.
The net proceeds of the above are being used by the Company primarily to drive
forward partnering discussions for its NXP002 programme, as well as to provide
funding for general corporate purposes.
Future fundraising will be required in order to provide sufficient time to
conclude business development discussions in respect of NXP002.
Business Development
The Group is focused on generating data and initiating or further developing
discussions with potential partners to support its efforts to secure a
licensing option agreement or codevelopment agreement.
Summary and Outlook
The strategy of the Group is to optimise value from NXP002, its lead asset,
while maintaining tight control of costs. The proceeds from the post-period
Fundraise have enabled the Group to gain Orphan Drug Designation for NXP002,
make a submission in the US and continue with business development activities
as set out above.
We would like to thank all stakeholders and in particular our shareholders for
their continued support and we look forward to the remainder of the year and
beyond with confidence that significant value can be realised from our
portfolio of assets over time.
Julian Gilbert Madeleine Kennedy
Non-Executive Chairman Non-Executive Director
26 January 2026 26 January 2026
Enquiries:
Nuformix plc
Dr Dan Gooding, Executive Director Via IFC Advisory
CMC Markets
Douglas Crippen +44 (0) 20 3003 8632
IFC Advisory Limited
Tim Metcalfe +44 (0) 20 3934 6630
Zach Cohen nuformix@investor-focus.co.uk
About Nuformix
Nuformix is a pharmaceutical development company targeting unmet medical needs
in fibrosis and oncology via drug repurposing. The Company aims to use its
expertise in discovering, developing and patenting novel drug forms, with
improved physical properties, to develop new products in new indications that
are, importantly, differentiated from the original (by way of dosage, delivery
route or presentation), thus creating new and attractive commercial
opportunities. Nuformix has a pipeline of preclinical assets with potential
for significant value and early licensing opportunities.
For more information, please visit www.nuformix.com (http://www.nuformix.com)
.
Strategic Report
Review of the Business
A review of the period of these accounts is given in the Non-Executive
Directors' Statement
Risks and uncertainties
The Group's risk management policy is regularly reviewed and updated in line
with the changing needs of the business. Risk is inherent in all business. Set
out below are certain risk factors which could have an impact on the Group's
long-term performance and mitigating factors adopted to alleviate these risks.
This does not purport to be an exhaustive list of the risks affecting the
Group.
The primary risks identified by the Board are:
Strategic risks
Funding the business
The biotechnology and pharmaceutical industries are very competitive, with
many major players having substantial R&D departments with greater
resources and financial support. The Group aims to execute licensing deals
early in the development process in order to generate revenue to support the
business. The Group's lead asset is targeted towards IPF, a disease area where
there is good precedent for licensing deals at early stages of development.
Without licensing revenue, reliance falls on raising funds from investors or
potential M&A opportunities. Failure to generate additional funding from
these sources, if required, would compromise the Group's ability to achieve
its strategic objectives as set out in the outlook.
There is a material uncertainty around achieving an early licensing, option or
collaborative deal for NXP002 and raising additional funds. However, it is the
Directors' reasonable expectation that the Group can achieve an out-licensing
agreement or further fundraising and therefore can state that it has adequate
resources to continue to operate as a going concern for at least twelve months
from the date of the approval of the accounts. In forming this assessment, the
Directors have prepared cashflow forecasts covering the period ending 31
March 2027 that take into account the likely run rate on overheads and
research and development expenditure and the prudent expectations of income
from out-licensing rights to its programmes or a fundraising.
Feasibility of drug candidates
Pharmaceutical R&D is an inherently risky activity and drug candidates can
fail due to a lack of efficacy, lack of potency, unsuitable pharmacokinetic
properties, unacceptable toxicology profile, poor stability of the drug or
formulation, poor performance of the drug product, or other technical issues
unforeseen at the time of candidate selection. This is the main reason that
conventional pharmaceutical R&D takes many years and billions of dollars
to progress a drug from discovery through to an approved medicine. It is
possible that the drug candidates selected by the Group are found to be non-
viable for further development although the Group's model of repurposing and
working on known drugs allows us to mitigate this risk to a certain extent.
Failure to generate and protect our IP
If our IP rights are not adequately secured or defended against infringement,
or conversely become subject to infringement claims by others, commercial
exploitation could be completely inhibited. The Group constantly monitors its
patents and is prepared to defend them rigorously.
By virtue of conducting research on known drugs, competitors may file patent
applications on the same drugs as the Group, and thus there is a risk of
securing new granted patents. There is a delay of up to 18 months in
publishing patent applications and thus it is not always known whether the
Group's inventions will be novel. This is mitigated through knowledge and
expertise in identifying new IP and promptly filing patent applications.
Unrealistic goals and timeframes
The Board has a duty to maintain a realistic view of the chances of success of
products, deals and partnerships. Should this not be managed accurately and
appropriately, the Group and its Board and staff risk financial, business and
reputational damage, whilst its shareholders become exposed to investment risk
and uncertainty over the Group's viability and status. The Board continually
reviews expectations and communications in the public domain to reduce the
risk of misalignment.
Reliance on partners
To progress the development of a drug candidate requires resources, financial
and otherwise, that are not necessarily available to the Group. The drug
candidates that the Group wishes to develop may be of interest to third
parties capable of providing these resources, so a partnership (e.g., a
co-development partnership) may provide mutual benefits and mitigate risks
for the Group. However, the specific strategic focus of a partner may not
align totally with the Group's objectives. Maintaining a balance in a
partnership is therefore a risk, such as timing, cost sharing, development
decisions. Currently the Group is progressing two of its three pipeline assets
without external co-development partners and thus this risk is currently
minimised.
Operational risks
Management, employees, consultants and contractors
With a fully virtual Group operating model with a reliance on consultants and
contractors, the Group's ability to manage day to day tasks and its
relationships with its customers and suppliers could be undermined by failure
to recruit key personnel. The Group endeavours to offer attractive
remuneration and a positive working environment for all people involved in its
projects. The Board are incentivised as detailed in the Directors'
Remuneration Report.
Business development risks in terms of timing and success of deal flow
The Group seeks to extract value from its existing pipeline through early
licensing deals once sufficient data are generated, to provide revenue.
Generation of more robust data packages will lead to a greater probability of
successful licensing discussions.
Adapting to the external environment
The ability of the Group to quickly adapt to external events such as a
pandemic may impact the delivery of our strategy. Our primary focus remains
the safety of our employees during any external event impacting the business.
The Group follows Government advice throughout any external event and risks
are also minimised by the Group's virtual business model, allowing the Board
to work remotely and effectively. Close liaison with contractors ensures that
Group projects are progressed according to agreed timelines and costs.
Financial risk management
Failure to achieve strategic plans or meet targets or expectations
The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and capital
efficiency, prevailing and projected profitability, projected operating cash
flows, projected capital expenditures and projected strategic investment
opportunities. Further detail on the Group's risk management policies and
procedures are set out in Note 15 of the financial statements.
Financial Highlights
· Net assets at 30 September 2025 of £754,934 (2024: £715,571) which included
£97,550 cash at bank (2024: £20,210)
· The Group delivered a loss on ordinary activities (after tax credit) for the
year of £652,586 (2024: loss of £3,641,487) and a loss per share of 0.04p
(2024: 0.14p). The reported loss is driven mainly by costs related to the
further development of pipeline assets and the impairment of goodwill.
Future outlook
The Non-Executive Directors' Statement on pages 4 to 9 gives information on
the outlook of the Group.
Performance
The following are the key performance indicators ("KPIs") considered by the
Board in assessing the Group's performance against its objectives. These KPIs
are:
Financial KPIs
The Group is currently at a stage where the Board considers availability of
cash to fund the planned R&D activities to be the primary KPI. At 30
September 2025 cash balances totalled £97,550 (2024: £20,210). The Board
will consider introducing additional KPIs to monitor the Group's development
as they become relevant in the future.
Meeting financial targets:
The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure, taking into consideration the future
capital requirements of the Group and capital efficiency, prevailing and
projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. Further detail
on the Group's risk management policies and procedures are set out in Note 18
of the financial statements.
Revenue from agreements:
During the period of these accounts, activities are underway to progress an
early licensing deal, to provide revenue though none was received in the
period.
Non-Financial KPIs
Progress of Lead Programmes:
The Group strategy is to generate revenue streams through applying and further
developing its IP to produce proprietary product opportunities for short-term
development and early out-licensing, option or collaborative opportunities.
Thus, progression of its assets towards licensing, option or collaborative
is crucial to the business. The Group's focus is on NXP002 and responding to
technical questions from potential licensing/collaborative partners. The
Company is currently conducting an assessment of the likely inhaled human
therapeutic window in response to those discussions.
To support discussions with prospective partners the Company submitted Orphan
Drug Designation ("ODD") application to the EMA for Europe and the FDA for the
US. Subsequently, EMA granted ODD in IPF for tranilast to the Group. The FDA
requested further information on one specific item in response to the
Company's application. The Company is in the process of submitting a response
to the FDA using existing data and information in the Company's possession.
During the period, appropriate respiratory disease conferences were attended
to confirm the likely interest and positioning of NXP002 with potential
licensing, option or collaborative partners. As a consequence, discussions
with potential partners have been progressed following previous discussions
and initiated with newly interested parties.
Progression of Out-Licensed Programmes:
NXP001: Oxilio has now acquired ownership of Nuformix's NXP001 patent
portfolio, relating to proprietary new forms of the drug aprepitant that is
currently marketed as a product in the oncology supportive care setting
(chemotherapy induced nausea and vomiting) and is now responsible for further
development activities. Nuformix retained rights to receive further
development milestones and royalties capped at £2 million per year under the
terms of acquisition. Oxilio is currently conducting fundraising activities to
progress the development of products in its pipeline and that of its
subsidiary, Biovara.
Progression of Patents and Intellectual Property:
NXP002: NXP002 is the Company's lead asset and a potential novel inhaled
treatment for Idiopathic Pulmonary Fibrosis ("IPF"). The Group's focus has
been, and continues to be, investing in the maintenance and prosecution of key
NXP002 intellectual property and driving forward partnering discussions with
multiple parties with the aim of securing an out-licence or option agreement
for NXP002.
The Company holds multiple NXP002 patents with progression of its patents
during the period summarised as follows:
NXP002 Substance of Matter: Following a grant in the US,, the Japanese
and European Patent Offices formally issued grants of the patent covering
the Company's proprietary NXP002 drug form being progressed by the Company as
a potential novel IPF treatment.
NXP002 Method of Use: The US PTO issued a grant of patent application
17/365,490 on 14 June 2024, covering use of the Company's proprietary drug
forms in the treatment of various diseases including fibrotic lung diseases.
NXP002 Compositions for Treatment: This patent is in national filing stages
and proceeding through examination.
During the period, appropriate respiratory disease conferences were attended
to confirm the likely interest and positioning of NXP002 with potential
licensing partners. As a consequence, discussions with potential partners have
been initiated and are ongoing.
NXP004: While NXP004 is not currently a priority for the Company, we continue
to invest in and develop its intellectual property. On 14 June 2024 the US
Patent and Trademark Office ("PTO") granted the Company patent number
12012386 covering the lead cocrystals under development, representing the
first granted patent in this second NXP004 cocrystal series.
Section 172
The Board considers the interests of the Group's employees and other
stakeholders, including the impact of its activities on the community,
environment and the Group's reputation, when making decisions. The Board
ensures that its decisions offer the best chance to promote the success of the
Group as a whole and consider the likely and long-term consequences for all
stakeholders, particularly (though not exclusively) considering the following:
- How the views and interests of all stakeholders were represented in the
boardroom during the period of these accounts. Open and honest discussion at
Board level considers the impact on the Group's stakeholders when reviewing
items flowing to the Board as part of its activities, whether this is
reviewing strategy, budget or a business development opportunity.
- Given the size and stage of development of the Group, the Board has not
formally adopted a mechanism to obtain stakeholder feedback. However, the
Group's Directors can be contacted at info@nuformix.com
(mailto:info@nuformix.com) should any stakeholders wish to contact the Group
and shareholders may contact the Company's investor relations adviser, IFC
Advisory Limited, at nuformix@investor-focus.co.uk
(mailto:nuformix@investor-focus.co.uk) .
- The Group's strategy and business model detailed in the Non-Executive
Directors' Statement
- How the Group manages risks
- Corporate governance including how governance supported the delivery of our
strategic objectives in this period.
Carbon Reporting
The Group has opted not to include any Streamlined Energy and Carbon Reporting
(SECR) within this report as it does not meet the Large Company threshold or
energy consumption threshold requiring additional reporting.
The Strategic Report was approved by the Board on 26 January 2026 and signed
on its behalf by:
Julian Gilbert Madeleine Kennedy
Non-Executive Chairman Non-Executive Director
26 January 2026 26 January 2026
Independent Auditor's Report
To the Shareholders of Nuformix plc
For the period ended 30 September 2025
Opinion
We have audited the financial statements of Nuformix PLC (the 'Parent
Company') and its subsidiaries (the "Group"), for the year ended 30 September
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
statement of cashflows and notes to the financial statements, including a
summary of significant accounting policies.
In our opinion:
· the financial statements of Nuformix PLC give a true and fair view of
the state of the Group's and of the Parent Company's affairs as at 30
September 2025 and of the Group's loss for the year then ended and of the
Group's cashflows position as at 30 September 2025;
· have been properly prepared in accordance with UK-adopted
International Financial Reporting Standards; and
· the Group and Parent Company 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 in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial Reporting
Council's Ethical Standard as applied to listed 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.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. We also addressed
the risk of management override of internal controls, including evaluating
whether there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work
to be able to give an opinion on the financial statements as a whole, taking
into account the structure of the Group and the parent company, the accounting
processes and controls, and the industry in which they operate.
Our scoping considerations for the Group audit were based both on financial
information and risk. As noted above, limited assurance audit work - which is
to say the audit of balances and transactions material at a group level - was
not utilised due to statutory audit requirements of all group entities. The
table below summarises for the parent company and its subsidiaries, the level
of assurance gained:
Group component Level of assurance
Nuformix PLC Full statutory audit (Kreston Reeves Audit LLP)
Nuformix Technologies Limited Full statutory audit (Kreston Reeves Audit LLP)
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion. Based on our professional judgement, we determined
materiality and performance materiality for the financial statements of the
Group and of the Parent Company as follows:
Group financial statements Parent company financial statements
Materiality £20,200 (2024: £34,000) £19,100 (2024: £32,100)
Basis for determining materiality 2% of Gross Assets 2% of Company Gross Assets
Rationale for benchmark applied The group is focused on the development of its Intellectual Property (IP) and The parent company is principally holding subsidiary investment. The users of
the assets held in order to finance the continuing development of this IP. As the financial statements will be most concerned with the value of investment.
such, the most appropriate basis for the group financial statements is gross As such, the most appropriate basis for the parent company materiality is
assets. gross assets.
Performance materiality £15,200 (2024: £25,500) £12,900 (2024: £24,075)
Basis for determining performance materiality 75% of materiality 85% of group performance materiality
Reporting threshold £1,000 (2024: £300) £1,000 (2024: £300)
Basis for determining reporting threshold 5% of materiality 5% of materiality
We reported all audit differences found in excess of our reporting threshold
to the audit committee.
For each Group component within the scope of our Group audit, we determined
performance materiality that is less than our overall Group performance
materiality. The performance materiality determined for each Group company was
£12,900.
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, including going concern, 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. This is
not a complete list of all risks identified by our audit.
Impairment of goodwill / Valuation of investment £882,784 (2024: £882,784)
Significance and nature of key risk How our audit addressed the key risk
The Group held significant goodwill generated from an investment in the During the course of the audit, we undertook the following key procedures:
subsidiary of £882,784 (previously impaired from an initial investment of
£4m). In addition, the parent company held an equal investment value of
£882,784 on its company balance sheet relating to the same subsidiary.
· assessing the appropriateness of the VIU calculations used by the
management to estimate recoverable amount of CGU;
We identified there was a risk in relation to the impairment on the goodwill / · reconciling key input data applied in the VIU calculations to
investment held with regards to the trading subsidiary. reliable supporting evidence; and
· challenging the reasonableness of key assumptions based on our
knowledge and understanding of the business and industry.
Management's assessment of the recoverable amount of investment in a
subsidiary requires estimation and judgement around assumptions used, · Reviewed management's plan of future operating cashflows of the
including the cash flows to be generated from the continuing operations of the subsidiary; and
subsidiary. Changes to assumptions could lead to material changes in the
estimated recoverable amount, impacting the value of investment in the · obtaining evidence of the commercial and technical feasibility of the
subsidiary and impairment charges. patents owned by the subsidiary.
For the purpose of assessing impairment on goodwill arising from business There were also other procedures which are not deemed to be key and have
combination, goodwill is allocated to a single cash generating units ('CGU') therefore not been listed above.
and the recoverable amount of the CGU was determined with reference to
value-in-use (the 'VIU') calculations using cash flow projections. In carrying
out the impairment assessment, significant management judgement was used to
determine the key assumptions underlying the VIU calculations. Based on the audit work performed, we were satisfied that the value of
goodwill and investments is materially accurate for this financial period and
justifiable valuation of the underlying business activities.
We have identified the above matter as a key audit matter because goodwill is
material to the Group and the valuation of the investment is material to the
parent company. The estimation of recoverable amount of the CGU involved a
significant degree of management judgement and therefore was subject to an
inherent risk of error.
Key observations communicated to the Audit & Risk Committee
We have no significant concerns over the material accuracy of the valuation /
impairment of investment values recognised in the financial statements.
Material uncertainty relating to going concern
We draw attention to note 1 in the financial statements, which indicates that
there is a significant threat to the going concern status of the group.
Nuformix is a pharmaceutical development group that has undertaken significant
research into targeting the pharmaceutical product gap needs in fibrosis and
oncology via drug repurposing. In order to continue this work long term, the
group will need to expend significantly, at a cost currently unquantifiable.
Cash held at the balance sheet date of £97k (2024: £20k) is therefore not
sufficient and poses a going concern threat. Given that the group is currently
reliant on a single product, NXP002, for its long-term future sustainable
financial success this financial position underscores the inherent risk of
having all resources concentrated in one area.
Given the stage in the business life cycle, the group is incurring significant
losses at present. The loss was £653k for the year ended 30 September 2025
(2024: Loss of £3,641k). This has led to the group's accumulated losses at
the balance sheet date of £10,462k (2024: accumulated losses of £9,844k).
These losses are attributable to the day-to-day running of the business and
the ongoing drug research program which is yet to reach commercial production
stage where revenue could potentially be generated.
The group successfully secured an additional £228k through fundraising in
November 2025 however, this will not be sufficient to secure 12 months of
operational activity.
As a result of the significant threat to going concern, we have completed the
following audit work as part of our evaluation of going concern:
· Overheads and debt costs assumptions - we considered projected
overheads for the 2025/26 and 2026/27 periods to ensure that these were
reasonable after considering both the current and expected future profile of
the business moving forward. As part of this future profiling, the directors
have elected not to take payment of their salaries until such time as the
business holds sufficient funds to do so.
· Credit / cash control management assumptions - we identified within
the forecasting the most significant cash inflows, primarily from the new
share capital issue, and ensured that the valuation and timing of these
inflows were reasonable.
· We performed sensitivity analysis to assess the level of working
capital headroom should key assumptions be less favourable than included in
management's model.
· We considered post year end performance data available, including the
group's future commitments, to gain additional assurance over the
effectiveness of management's intention to remain as a going concern.
Based on the work we have performed we have gained sufficient assurance in
order to rely on management's forecasting in forming our assessment. We have
also gained assurance over the credibility of management's ambitions over the
next 12 months, which drives the sustainability of Nuformix. We have further
confirmed the adequacy of working capital available in order to settle
external liabilities as they fall due and where this is not available, we have
reviewed the directors' assessment that they can raise the funding required
through future share capital raises.
However, whilst we have evaluated future cash inflows as reasonable, there are
significant levels of uncertainty surrounding both their valuation and timing,
and at the dates of the audit report, future funding has not been secured. The
group is currently focusing solely on licensing its lead asset NXP002. Should
this not be completed, Nuformix could incur detrimental effects on the
valuation of the group's goodwill, £882,784 (2024: £882,784), the parent
company's valuation of subsidiary investment, £882,784 (2024: £882,784), and
ultimately the going concern assessment of the Group, as without a commercial
agreement in respect of NXP002, the group will not be a going concern, and
these balances will be worth nil.
Management will continue to reduce non-essential costs in the 2026 financial
period wherever possible, including the directors continuing to not draw
salaries, and direct all their focus on NXP002 with a view to obtaining a
partnership contract to achieved sustained revenue income. The previous NXP001
licensing agreement includes some deferred considerations which are dependent
on specific milestones being achieved - their successes are currently unknown
and therefore cannot be relied upon for going concern purposes.
Therefore, the above uncertainties indicate that a significant threat to the
business exists which leads to our assessment that there is material
uncertainty that may cast significant doubt on the Group's and the company's
ability to continue as a going concern. Our opinion is not modified in respect
of this matter.
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. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Our opinion on the Remuneration report
Kreston Reeves Audit has audited the Remuneration report set out on pages 23
to 27 of the Annual Report for the financial year. The Directors of the
Company are responsible for the preparation and presentation of the
Remuneration report in accordance with the Companies Act 2006. Kreston Reeves
Audit's responsibility is to express an opinion on the Remuneration report,
based on our audit conducted in accordance with International Accounting
Standards. In Kreston Reeves Audit's opinion, the Remuneration report of the
Group for the period complies with the requirements of the Companies Act 2006.
Opinions on other matters prescribed by 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 our knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept 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 are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit
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 UK 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
· Director's statement on whether it has a reasonable expectation that
the group will be able to continue in operation and meets its liabilities
· Board's confirmation that it has carried out a robust assessment of
the emerging and principal risks
· Section of the annual report that describes the review of
effectiveness of risk management and internal control systems Section of the
annual report that describes the review of effectiveness of risk management
and internal control systems
· Section describing the work of the audit committee
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's and 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 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.
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the group and industry, and through discussion
with the directors and other management (as required by auditing standards),
we identified that the principal risks of non-compliance with laws and
regulations related to health and safety, anti-bribery and employment law. We
considered the extent to which non-compliance might have a material effect on
the financial statements. We also considered those laws and regulations that
have a direct impact on the preparation of the financial statements such as
the Companies Act 2006, Statement of Recommended Practice, taxation and
pension legislation. We communicated identified laws and regulations
throughout our team and remained alert to any indications of non-compliance
throughout the audit. We evaluated management's incentives and opportunities
for fraudulent manipulation of the financial statements (including the risk of
override of controls) and determined that the principal risks were related to
posting inappropriate journal entries to increase revenue or reduce
expenditure and management bias in accounting estimates and judgemental areas
of the financial statements such as the valuation of intangible assets and
investments. Audit procedures performed by the group engagement team included:
• Discussions with management and assessment of known or suspected instances
of non-compliance with laws and regulations and fraud, and review of the
reports made by management;
• Assessment of identified fraud risk factors;
• Challenging assumptions and judgements made by management in its
significant accounting estimates;
• Confirmation of related parties with management, and review of
transactions throughout the period to identify any previously undisclosed
transactions with related parties outside the normal course of business;
• Performing analytical procedures with automated data analytics tools to
identify any unusual or unexpected relationships, including related party
transactions, that may indicate risks of material misstatement due to fraud;
• Reading minutes of meetings of those charged with governance, reviewing
internal audit reports and reviewing correspondence with relevant tax and
regulatory authorities; and
• Review of significant and unusual transactions and evaluation of the
underlying financial rationale supporting the transactions.
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.
As part of an audit in accordance with ISAs (UK), we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Group's
internal control.
- Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
directors.
- Conclude on the appropriateness of the directors' use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast
significant doubt on the Group's or the parent company's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or conditions may
cause the Group or the parent company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves
fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible for
the direction, supervision and performance of the Group audit. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
We provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence and
communicate with them all relationships and other matters that may reasonably
be thought to bear our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Other matters which we are required to address
We were reappointed by the Audit Committee in the period as auditors, Kreston
Reeves Audit LLP (previously known as Kreston Reeves LLP). Our total
uninterrupted period of engagement as a firm is three years, covering the
financial year ended 30 September 2025.
The non-audit services prohibited by the Financial Reporting Council'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.
We provided no other services to the entity or its subsidiary undertakings
during the period under review.
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 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.
Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor)
For and on behalf of
Kreston Reeves Audit LLP
Statutory Auditor
London
Date: 26 January 2026
Consolidated Statement of Comprehensive Income
for the Year Ended 30 September 2025
Note 12 months 12 months
30 September 30 September
2025 2024
£ £
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses (660,569) (506,353)
Impairment of goodwill - (3,140,700)
Operating loss 2 (660,569) (3,647,053)
Loss before tax (660,569) (3,647,053)
Income tax credit 6 7,983 5,566
Loss for the year and total comprehensive loss for the year (652,586) (3,641,487)
Loss per share - basic and diluted 7 (0.04)p (0.46)p
The above results were derived from continuing operations.
The accompanying notes to the financial statements form an integral part of
the financial statements.
Consolidated Statement of Financial Position
As at 30 September 2025
Registration number: 09632100
30 September 30 September
Note 2025 2024
£ £
Assets
Non-current assets
Intangible assets 8 882,784 911,411
882,784 911,411
Current assets
Trade and other receivables 9 30,540 33,351
Income tax asset 7,983 5,566
Cash and cash equivalents 10 97,550 20,210
136,074 59,127
Total assets 1,018,856 970,538
Equity and liabilities
Equity
Share capital 11 1,407,510 819,309
Share premium 6,835,097 6,731,347
Merger relief reserve 10,950,000 10,950,000
Reverse acquisition reserve (8,005,195) (8,005,195)
Share option reserve 28,513 64,361
Retained earnings (10,460,989) (9,844,251)
Total equity 754,934 715,571
Current liabilities
Trade and other payables 14 263,922 254,967
263,922 254,967
Total equity and liabilities 1,018,856 970,538
These financial statements were approved by the board on 26 January 2026 and
signed on its behalf by:
Madeleine Kennedy
Director
The accompanying notes to the financial statements form an integral part of
the financial statements.
Consolidated Statement of Changes in Equity
for the Year Ended 30 September 2025
Merger relief reserve Reverse Share option Retained
Share capital Share premium £ acquisition reserve earnings Total
£ £ reserve £ £ £
£
At 1 October 2024 819,309 6,731,347 10,950,000 (8,005,195) 64,361 (9,844,251) 715,571
Loss for the year and total comprehensive loss - - - - - (652,586) (652,586)
Issue of share capital 588,200 103,749 - - - - 691,950
Transfer of expired share options - - - - (35,848) 35,848 -
At 30 September 2025 1,407,509 6,835,096 10,950,000 (8,005,195) 28,513 (10,460,989) 754,934
Merger relief reserve Reverse acquisition Share option reserve Retained earnings Total
Share capital Share premium £ reserve £ £ £
£ £ £
At 1 October 2023 (Restated) 744,309 6,656,802 10,950,000 (8,005,195) 60,018 (6,210,900) 4,195,034
Loss for the year and total comprehensive loss - - - - - (3,641,487) (3,641,487)
Issue of share capital 75,000 74,545 - - - - 149,545
Share and warrant based payment - - - - 12,479 - 12,479
Transfer of expired share options - - - - (8,136) 8,136 -
At 30 September 2024 819,309 6,731,347 10,950,000 (8,005,195) 64,361 (9,844,251) 715,571
The accompanying notes to the financial statements form an integral part of
the financial statements.
Consolidated Statement of Cash Flows
for the Year Ended 30 September 2025
30 September 30 September
2025 2024
Note £ £
Cash flows used in operating activities
Loss for the year (652,586) (3,641,487)
Adjustments to cash flows from non-cash items:
Amortisation 8 28,627 29,166
Impairment Charge - 3,140,700
Income tax credit 6 (7,983) (5,566)
Share and warrant based payment - 12,479
(631,942) (464,708)
Decrease in trade and other receivables 9 2,811 33,506
Increase/(Decrease) in trade and other payables 14 8,956 31,977
Cash consumed by operations (620,175) (399,225)
Income taxes received 5,566 67,342
Net cash used in operating activities (614,610) (331,883)
Cash flows from financing activities
Issue of shares (net of costs) 691,950 149,545
Net cash from financing activities 691,950 149,545
Net (decrease) in cash and cash equivalents 77,340 (182,338)
Cash and cash equivalents at 1 October 2024 20,210 202,548
Cash and cash equivalents at 30 September 2025 97,550 20,210
The accompanying notes to the financial statements form an integral part of
the financial statements.
Notes to the Consolidated Financial Statements
for the Year Ended 30 September 2025
1. General information
Nuformix plc (the "Company") and its subsidiary (together, the "Group")
operate in the field of pharmaceutical development targeting unmet medical
needs in fibrosis and oncology via drug repurposing.
The Company is a public limited company which is listed on the Standard List
of the London Stock Exchange, domiciled in the United Kingdom (the "UK") and
incorporated in England and Wales.
The address of its registered office is C/O Arch Law Limited Huckletree
Bishopsgate, 8 Bishopsgate, London, United Kingdom, EC2N 4BQ. The company
operates in a virtual manner and as such does not have a principal place of
business.
Summary of Significant Accounting policies
Basis of preparation
These Group and Parent Company financial statements were prepared in
accordance with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards.
The financial statements of the Group and Parent Company have been prepared on
accrual basis and under historical cost convention. The financial statements
are presented in Pounds Sterling which is the Group's functional and
presentational currency.
New Standards and Interpretations
No new standards, amendments or interpretations, effective for the first time
for the period beginning on or after 1 January 2024 have had a material impact
on the Group.
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IAS 1 Classification of liabilities as current or non-current 1 January 2024
IAS 1 Non-current Liabilities with Covenants 1 January 2024
IFRS 7 Supplier finance agreements 1 January 2024
IFRS 16 Leases on sale and leaseback 1 January 2024
IAS 21 Lack of exchangeability 1 January 2025
IFRS 9 & 7 Classification and Measurement of Financial Instruments 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
The Directors are evaluating the impact of the new and amended standards
above. The Directors believe that these new and amended standards are not
expected to have a material impact on the financial statements of the Group.
Going concern
The financial statements have been prepared on the going concern basis of
preparation which, inter alia, is based on the Directors' reasonable
expectation that the Group and Parent Company has adequate resources to
continue to operate as a going concern for at least twelve months from the
date of approval of these financial statements. In forming this assessment,
the Directors have prepared cashflow forecasts covering the period ending 31
March 2027 that take into account the likely run rate on overheads and
research and development expenditure and the estimates of the possibilities of
raising funds through issues of equity and have considered alternative
strategies should projected income be delayed or fail to materialise.
The Group is not in a position for self-financing and will require further
funding which has not yet been secured. Whilst the Directors understand the
risks and issues around raising further funds through an equity raise, this
will be carefully considered, as and when appropriate.
These circumstances indicate the existence of an inherent material uncertainty
(as referenced in the Independent Auditor's Report) which may cast a
significant doubt on the Group's and Parent Company's ability to continue as a
going concern. Future funding options have already been considered and will
continue to be progressed by the Directors accordingly. The financial
statements do not include any adjustments that would result if the Company or
Group was unable to continue as a going concern.
The Directors have carried out a thorough review of costs and are clear on the
development work to be completed. Discretionary costs have been carefully
reviewed and reduced where reasonable to do so while continuing to allow the
prudent running of the business. In addition, the non-executive directors may
elect not to take payment of their salaries until such time as the business
holds sufficient funds to enable them to do so.
After careful consideration, the Directors consider that they have reasonable
grounds to believe that the Group can be regarded as a going concern and for
this reason they continue to adopt the going concern basis in preparing the
Group's financial statements.
Critical Accounting Estimates and Judgements
The preparation of these financial statements under UK-adopted International
Accounting Standards requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting year. These estimates and assumptions are based upon management's
knowledge and experience of the amounts, events or actions. Actual results may
differ from such estimates.
The critical accounting estimates are considered to relate to the following:
i) Intangible assets
The Group recognises intangible assets in respect of goodwill arising on
consolidation. This recognition requires the use of estimates, judgements and
assumptions in determining whether the goodwill is impaired at each year end,
assessing its recoverable amount in accordance with IAS36. Accounting
estimates and judgements are required to calculate the fair value less cost to
sell and the value in use of the asset, the latter using a NPV calculation
assuming a 20% discount rate. After assessing the carrying value of intangible
assets, the balance of £882,784 (2024: £882,784) was considered to be
appropriate and no impairment deemed necessary.
ii) Share options
The Group fair values equity-settled share-based payment transactions using
the Black-Scholes model. The use of the models involves judgements and
estimates including an assessment of whether the shares will vest. Should
actual future outcomes differ from these assessments the amounts recognised on
a straight-line basis would vary from those currently recognised. The total
charge in the year to 30 September 2025 was £nil (2024: £12,479)
iii) Revenue recognition
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and provision of services in the ordinary course of the
Group's activities. Revenue is shown net of sales/value added tax, returns,
rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when:
• the amount of revenue can be reliably measured;
• it is probable that future economic benefits will flow to the
entity; and,
• specific criteria have been met for each of the Group activities,
such as the demonstration of milestone achievements in research or acceptance
by both parties.
After applying the above criteria, no revenue was recognised in the year.
Segmental information
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-makers. The chief operating
decision-makers, who are responsible for allocating resources and assessing
performance of the operating segments, has been identified as the executive
Board of Directors.
All operations and information are reviewed together so that at present there
is only one reportable operating segment.
In the opinion of the Directors, during the year the Group operated in the
single business segment of the research and development of pharmaceutical
products using technology developed by the Group.
Taxation
Taxation comprises current and deferred tax. Current tax is based on taxable
profit or loss for the year. Taxable profit differs from net profit or loss
as reported in the income statement because it excludes items of income or
expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group's current tax asset is
calculated using tax rates that have been enacted or substantively enacted at
the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial information and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
Goodwill and Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the
cost of acquisition over the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the entity
recognised at the date of acquisition. Goodwill is initially recognised as an
asset at cost and is subsequently measured at cost less any accumulated
impairment losses. Goodwill is held in the currency of the acquired entity and
revalued to the closing rate at each reporting year date.
Goodwill is not amortised, but it is tested for impairment annually, or more
frequently if events or changes in circumstances indicate that it might be
impaired and is carried at cost less accumulated impairment losses. Gains and
losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.
Goodwill is allocated to cash-generating units ("CGUs") for the purpose of
impairment testing. The allocation is made to those CGUs or groups of CGUs
that are expected to benefit from the business combination in which the
goodwill arose. The Group currently has only one CGU.
Other intangible assets, including customer relationships, licences, patents
and trademarks, that are acquired by the Group and have finite useful lives
are measured at cost less accumulated amortisation and any accumulated
impairment losses.
Amortisation is provided on the Group's patents to write off the cost, less
any estimated residual value, over their expected useful economic life on a
10% straight line basis.
Impairment testing of goodwill, other intangible assets and property, plant
and equipment
For impairment assessment purposes, assets are grouped at the lowest levels
for which there are largely independent cash inflows (cash-generating units).
As a result, some assets are tested individually for impairment and some are
tested at cash-generating unit level. Goodwill is allocated to those
cash-generating units that are expected to benefit from synergies of a related
business combination and represent the lowest level within the Group at which
management monitors goodwill.
Cash-generating units to which goodwill has been allocated (determined by the
Group's management as equivalent to its operating segments) are tested for
impairment at least annually. All other individual assets or cash-generating
units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's (or
cash-generating unit's) carrying amount exceeds its recoverable amount, which
is the higher of fair value less costs of disposal and value-in-use. To
determine the value-in-use, management estimates expected future cash flows
from each cash-generating unit and determines a suitable discount rate in
order to calculate the present value of those cash flows. The data used for
impairment testing procedures are directly linked to the Group's latest
approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect current market
assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount
of any goodwill allocated to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other assets in the cash-generating
unit.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
i) Classification
The Company classifies its financial assets in the following measurement
categories:
• those to be measured at amortised cost.
The classification depends on the Company's business model for managing the
financial assets and the contractual terms of the cash flows. The Company
classifies financial assets as at amortised cost only if both of the following
criteria are met:
• the asset is held within a business model whose objective is to
collect contractual cash flows; and
• the contractual terms give rise to cash flows that are solely payment
of principal and interest.
ii) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Company commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Company has
transferred substantially all the risks and rewards of ownership.
iii) Measurement
At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
iv) Impairment
The Company assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Company applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
Financial liabilities
The Group's financial liabilities include other payables. Financial
liabilities are initially measured at fair value, and, where applicable,
adjusted for transaction costs unless the Group designated a financial
liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the
effective interest method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently at fair value with gains
or losses recognised in profit or loss (other than derivative financial
instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument's
fair value that are reported in profit or loss are included within finance
costs or finance income.
Equity
Equity comprises the following:
• "Share capital" represents the nominal value of equity shares.
• "Share premium" represents the amount paid for equity shares over
the nominal value.
• "Reverse acquisition reserve" arises due to the elimination of the
Company's investment in Nuformix Technologies Limited.
• "Merger relief reserve" represents the share premium arising on
issue of shares in respect of the reverse acquisition takeover.
• "Share option reserve" represents the fair value of options
issued.
• "Retained earnings" represents retained earnings/losses.
Share based payments
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 fair value excludes the effect of non-market-based vesting
conditions. Details regarding the determination of the fair value of
equity-settled share-based transactions are set out in note 12.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of the number of equity instruments that will
eventually vest. At each reporting date, the Group revises its estimate of the
number of equity instruments expected to vest as a result of the effect of
non-market-based vesting conditions. The impact of the revision of the
original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding
adjustment to reserves.
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.
For cash‑settled share‑based payments, a liability is recognised for the
goods or services acquired, measured initially at the fair value of the
liability. At each reporting date until the liability is settled, and at the
date of settlement, the fair value of the liability is remeasured, with any
changes in fair value recognised in profit or loss for the year.
Earnings per Ordinary Share
The Company presents basic and diluted earnings per share data for its
Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the profit or loss
attributable to Shareholders by the weighted average number of Ordinary Shares
outstanding during the year.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings
and number of Ordinary Shares for the effects of dilutive potential Ordinary
Shares.
2. Operating loss
Arrived at after charging:
30 Sep 2025
£ 30 Sep 2024
£
Amortisation expense 28,627 29,166
Research and development expenditure 95,325 70,910
Impairment Provision - 3,140,700
Share option and warrant charge - 12,479
Details of the share-based payments can be found in Note 12.
3. Staff costs
The aggregate payroll costs (including directors' remuneration) were as
follows:
30 Sep 2025
£ 30 Sep 2024
£
Wages and salaries 90,000 90,000
Social security costs 1,228 6,250
91,228 96,250
The average number of persons employed by the Group (including directors)
during the year and analysed by category was as follows:
30 Sep 2025 30 Sep 2024
No. No.
Research and development 1 1
Non-executive directors 2 2
Total 3 3
4. Directors' remuneration
The Directors' remuneration for the year was as
follows:
30 Sep 2025 30 Sep 2024
£ £
Remuneration 90,000 90,000
90,000 90,000
Further information about the remuneration of individual directors are
provided in the Directors' Remuneration Report.
During the year, the number of Directors who were receiving pension benefits
was as follows:
30 Sep 2025 30 Sep 2024
No. No.
Accruing benefits under money purchase pension scheme - -
Details of the total remuneration paid for the services of the directors are
set out on pages 23 to 27 in the Remuneration Report.
In respect of the highest paid director:
30 Sep 2025 30 Sep 2024
£ £
Remuneration 30,000 30,000
5. Auditors' remuneration
30 Sep 2025 30 Sep 2024
£ £
Audit of the financial statements - Group 37,500 37,000
Audit of the financial statements - Subsidiary 18,500 18,000
6. Income tax
Tax (credited) in the income statement
30 Sep 2025 30 Sep 2024
£ £
Current taxation
UK corporation tax (7,983) (5,566)
The tax on loss before tax for the period is calculated using the standard
rate of corporation tax in the UK of 25% (2024: 25%). The differences
are reconciled below:
30 Sep 2025 30 Sep 2024
£ £
Loss before tax (660,569) (3,647,053)
Corporation tax at standard rate of 25% (2023: 19%) (165,142) (911,763)
Excess of depreciation over capital allowances (62) (75)
Expenses not deductible - 788,295
Tax losses for which no deferred tax asset was recognised 163,208 129,977
Research and development expenditure credit (7,983) -
Research and development expenditure credit taxable 1,996 -
Effect of research development enhancement tax credit - (6,434)
Surrender of research development tax credit at 10% - (5,566)
Total tax credit (7,983) (5,566)
No deferred tax asset has been recognised as the Directors cannot be certain
that future profits will be sufficient for this asset to be realisedAs at 30
September 2025 the Group has tax losses carried forward of approximately
£6,660,965 (2024: £6,008,132).
7. Loss per share
Loss per share is calculated based on the weighted average number of shares
outstanding during the year. Diluted loss per share is calculated based on the
weighted average number of shares outstanding and the number of shares
issuable as a result of the conversion of dilutive financial instruments.
30 Sep 2025 30 Sep 2024
£ £
Loss after tax (652,586) (3,641,487)
Weighted average number of shares - basic and diluted 1,631,091,286 786,932,319
Basic and diluted loss per share (0.04)p (0.46)p
There is no difference between the basic and diluted earnings per share as the
effect would be to decrease earnings per share.
8. Intangible assets
Goodwill Patents Total
£ £ £
Cost
At 1 October 2023 4,023,484 291,661 4,315,145
At 1 October 2024 4,023,484 291,661 4,315,145
At 30 September 2025 4,023,484 291,661 4,315,145
Amortisation
At 1 October 2023 - 233,868 233,868
Impairment 3,140,700 - 3,140,700
Amortisation charge - 29,166 29,166
At 30 September 2024 3,140,700 263,034 3,403,734
Amortisation charge - 28,627 28,627
At 30 September 2025 3,140,700 291,661 3,432,361
Net book value
At 30 September 2025 882,784 - 882,784
At 30 September 2024 882,784 28,627 911,411
For impairment testing purposes, management considers the operations of the
Group to represent a single cash generating unit (CGU) focused on
pharmaceutical development, targeting unmet medical needs in fibrosis and
oncology via drug repurposing. The directors have assessed the recoverable
amount of goodwill, which in accordance with IAS36 is the higher of its value
in use and its fair value less cost to sell (fair value), in determining
whether there is evidence of impairment.
9. Trade and other receivables
30 Sep 30 Sep
2025 2024
£ £
Prepayments 22,472 23,137
Other receivables 8,068 10,214
30,540 33,351
The fair value of trade and other receivables is considered by the Directors
not to be materially different to the carrying amounts.
10. Cash and cash equivalents
30 Sep 30 Sep
2025 2024
£ £
Cash at bank 97,550 20,210
The Directors consider that the carrying value of cash and cash equivalents
represents their fair value.
11. Share capital
Allotted, called up and fully paid shares
30 Sep 30 Sep
2025 2024
No. £ No. £
Ordinary shares of £0.001 each - - 819,309,368 819,309
Deferred shares of £0.0005 each 819,709,368 409,655
Ordinary shares of £0.0005 each 1,995,709,368 997,855 - -
Total 1,407,510 819,309
The movement in ordinary shares in the year can be summarised as follows: No.
As at 1 October 2024 819,309,368
Placement of new shares on the stock market 1,176,400,000
As at 30 September 2025 1,995,709,368
On 5 November 2024, the Company completed a placing and subscription to raise
gross proceeds of £300,000 through the issue of 600,000,000 new ordinary
shares in the capital of the Company at a price of 0.05 pence per share. The
Issue Price was below the 0.1 pence nominal value of the existing ordinary
shares therefore a share capital reorganisation was conducted, subdividing the
existing 0.1 pence shares into one ordinary share of 0.05 pence and one
deferred share of 0.05 pence each.
The Fundraise comprised a Placing of 440,000,000 New Ordinary Shares and a
Subscription for 160,000,000 New Ordinary Shares at the Issue Price.
On 11(th) February 2025, a subscription for 250,000,000 new ordinary shares at
a price of 0.0675 pence per share raised gross proceeds of £168,750.
'Broker' warrants in respect of 26,400,000 ordinary shares were exercised for
a total consideration to the Company of £13,200 on 14 April 2025;
On 30(th) May 2025, a placing for 300,000,000 new ordinary shares at a price
of 0.07 pence per share raised gross proceeds of £210,000.
12. Share options and warrants
The Group operates share-based payment arrangements to remunerate Directors
and key employees in the form of a share option scheme. Equity-settled
share-based payments are measured at fair value (excluding the effect of
non-market based vesting conditions) at the date of grant. The fair value is
determined at the grant date of the equity-settled share-based payments and is
expensed on a straight-line basis over the vesting period, based on the
Group's estimate of shares that will eventually vest and adjusted for the
effect of non- market based vesting conditions.
There were no new issues in the year to September 2025, the fair value of the
options and warrants issued in 2024 were determined using the Black-Scholes
option pricing model, where appropriate, and had a weighted average of 0.03p
per option.
The significant inputs into the model in respect of the options and warrants
granted in the periods ended 30 September 2025 and 30 September 2024 were as
follows:
2025 2024
New warrants New warrants
Grant date share price - 0.30p
Exercise price - 0.25p
No. of share options - 35,000,000
Risk free rate - 4.450%
Expected volatility - 198.5%
Expected option life - 2 years
The following table sets out details of the granted warrants and options
movements:
Warrant/ option holder Number of warrants/ options at 30 September 2023 Issued in period Lapsed in period Number of warrants/ options at 30 September 2024 Issued in period Lapsed in period Number of warrants/ options at 30 September 2025 Exercise price Expiry date
Directors during year
J Gilbert 3,000,000 - - 3,000,000 - (3,000,000) - 1.45p 23/11/2024
M Kennedy 3,000,000 - - 3,000,000 - (3,000,000) - 1.45p 23/11/2024
Other warrants/options
A Riddell 3,000,000 - - 3,000,000 - (3,000,000) - 1.45p 23/11/2024
Novum Securities Limited 580,357 - - 580,357 - - 580,357 2.8p 21/10/2025
Other warrants 580,356 - - 580,356 - - 580,356 2.8p 21/10/2025
Other warrants (2023) 35,000,000 - - 35,000,000 - (35,000,000) - 0.2p 17/04/2025
Alex Eberlin 586,229 - (586,229) - - - - 4.691p 18/12/2023
45,746,942 - (586,229) 45,160,713 - (44,000,000) 1,160,713
13. Pension and other schemes
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The pension cost
charge for the year represents contributions payable by the Group to the
scheme. No contributions were made in the year to 30 September 2025 (2024:
£Nil).
No contributions were payable to the scheme at 30 September 2025 or 30
September 2024.
14. Trade and other payables
30 Sep 30 Sep
2025 2024
Trade payables 46,314 32,908
Accrued expenses 216,992 220,943
Social security and other taxes 616 1,116
263,922 254,967
The fair value of trade and other payables is considered by the Directors not
to be materially different to the carrying amounts. All payables are due
within one year.
15. Financial instruments
Credit risk
The main credit risk relates to liquid funds held at banks. The credit risk in
respect of these bank balances is limited because the counterparties are banks
with high credit ratings assigned by international credit rating agencies.
Liquidity risk
The Group seeks to manage financial risk, to ensure sufficient liquidity is
available to meet foreseeable needs. An analysis of trade and other
payables is given in note 14.
Capital risk management
The Group's objectives when managing capital are:
• to safeguard the Group's ability to continue as a going concern,
so that it continues to provide returns and benefits for shareholders
• to support the Group's growth; and
• to provide capital for the purpose of strengthening the Group's
risk management capability.
The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and capital
efficiency, prevailing and projected profitability, projected operating cash
flows, projected capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and reserves, for
capital management purposes.
16. Related party transactions
All transactions with related parties are conducted on an arm's length basis.
The remuneration of the key management personnel of the Group is set out in
the directors' remuneration report. The amounts due to directors in respect of
deferred salaries are as follows:
30 Sep 30 Sep
2025 2024
J Gilbert 60,000 57,500
M Kennedy 60,000 57,500
D Gooding 5,000 5,000
17. Ultimate controlling party
The directors do not consider there to be a single ultimate controlling party.
18. Post Balance Sheet Events
Post period end, on 11 November 2025, an Open Offer was completed. The Open
Offer, underwritten by CMC Markets, raised £228,081 (before expenses)
through the issue of 114,040,535 Open Offer Shares at an Issue Price of 0.2p
per Share, including a share premium of £114,041.
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