REG - Roquefort Theraptcs. - Annual Report & Financial Statements - 31 Dec 2024
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RNS Number : 7162G Roquefort Therapeutics PLC 30 April 2025
30 April 2025
Roquefort Therapeutics plc
("Roquefort Therapeutics" or the "Company")
Annual Report & Financial Statements - 31 Dec 2024
Roquefort Therapeutics plc (LSE:ROQ), the Main Market listed biotech company
focused on developing first in class medicines in the high value and high
growth immunology and oncology markets, announces its audited results for year
ended 31 December 2024.
Copies of the Annual Report and Financial Statements will be made available on
the Company's website at: https://www.roquefortplc.com/results-centre
(https://www.roquefortplc.com/results-centre)
Highlights
· Confidential out-licencing discussions continued with potential
partners in 2024 which led to the Company signing a binding sale and purchase
agreement in February 2025 for the sale of its wholly owned subsidiary Lyramid
Pty Ltd ("Lyramid SPA")
· Implemented significant cost cutting measures and restructured the
Board
· Issued unsecured convertible loan notes (the "CLNs") raising net
proceeds of £584,915
· Continued pre-clinical development with encouraging positive results
· Cash at year end 31 December 2024 of £337,112
Pre-clinical Highlights
· Further progress with Midkine mRNA by combining with a lipid
nanoparticle ("LNP") delivery system in a validated in vivo model of liver
cancer and demonstrated the safety and efficacy in reducing functional Midkine
of the novel mRNA LNP combination
· Continued the development of the novel STAT-6 medicines in validated
in vitro models of colon cancer with the results demonstrating efficacy of the
Group's four new siRNA sequences in reducing STAT-6 expression by 40-50%
· New set of experiments investigated the use of the siRNA in the
STAT-6 inflammation and immunology ("I&I") field, which demonstrated
efficacy in a validated in vitro experimental model of immunological disease
Post Period End Highlights
· Sale of Lyramid Pty Ltd: in February 2025 the Company signed the
Lyramid SPA for the sale of its wholly owned subsidiary Lyramid Pty Ltd to
Pleiades Pharma Ltd ("Pleiades") for a consideration amount of US$10.8
million. Completion is contingent inter alia on Pleaides completing a
current fundraising round no later than 30 June 2025
· Sale of Oncogeni Ltd: in March 2025 the Company signed a term sheet
for the sale of its wholly owned subsidiary Oncogeni Ltd to The Nation Trust
Holding LLC for a cash consideration amount of US$12 million, consisting of
upfront and milestone payments
· Fundraise: On 14 March 2025 the Company raised £236,000 by way of a
private placement with the proceeds being for general working capital purposes
as the Company continues to work towards completion of the Lyramid Pty Ltd and
Oncogeni Ltd transactions
· Board Changes: As part of a planned transition, Ajan Reginald
resigned as CEO and Prof. Sir Martin Evans resigned as Non-Executive Director,
both with effect from close of business on 17 March 2025. Dr Darrin M Disley
OBE, a Non-Executive Director, was appointed Interim Managing Director with
effect from close of business on 17 March 2025
Outlook
· Roquefort Therapeutics is looking to generate significant short-term
value by completing the two previously announced material corporate
transactions and to build upon the recent change in leadership in order to
pursue other value accretive opportunities during 2025
Commenting on the Annual Results, Executive Chairman, Stephen West said:
"During 2024 the Company continued its pre-clinical development, reporting
positive progress across all our programs as well as out licensing
discussions, a key pillar of our strategy. In order to preserve costs, the
Company announced cost cutting measures in May 2024 as well as a fundraise of
over £580,000 by way of CLNs. Roquefort Therapeutics remains in active
discussions regarding the sales of Lyramid and Oncogeni for a combined
consideration of over $20 million and is working towards finalising both
transactions. During March 2025, we raised a further £236,000 by way of a
private placing which provides the Company with sufficient working capital
until Q2 2026, excluding any cash inflows that are generated from the proposed
asset sales. Our focus for 2025 is to generate short term value by
completing the two transactions and pursuing new value accretive
opportunities."
Enquiries:
Roquefort Therapeutics plc +44 (0)20 3918 8633
Stephen West (Chairman) / Darrin Disley (Interim MD)
SP Angel Corporate Finance LLP (Broker) +44 (0) 20 3470 0470
David Hignell / Vadim Alexandre / Devik Mehta
Burson Buchanan (Public Relations) +44 (0)20 7466 5000
Ben Romney / Jamie Hooper
Peak IR (Investor Relations) +33 (0)7 44 44 15 42
Seb Wykeham
LEI: 254900P4SISIWOR9RH34
CHAIRMAN'S STATEMENT
I am pleased to report Roquefort Therapeutics' audited financial statements
and strategic progress to shareholders for the year ended 31 December 2024.
During the period the Company continued to progress its corporate strategy,
which is to develop its novel patent protected pre-clinical anti-cancer
medicines through partnerships with leading academic cancer research centres
prior to partnering or selling assets in order to realise value.
Pre-Clinical Development
The Roquefort Therapeutics portfolio consists of novel patent-protected
pre-clinical anti-cancer medicines, consisting of five best in class
medicines:
· Midkine antibodies with significant in vivo efficacy and toxicology
studies, and orphan drug indication;
· Midkine RNA oligonucleotide therapeutics with novel anti-cancer gene
editing action;
· Midkine mRNA therapeutics targeting solid tumours;
· STAT-6 siRNA therapeutics targeting solid tumours with significant in
vivo efficacy; and
· MK cell therapy with direct and Natural Killer cell-mediated
anti-cancer action.
During 2024 the Group made progress with its pre-clinical programs starting
with the Midkine mRNA program which underwent studies in combination with
proprietary lipid nanoparticle (LNP) delivery systems in validated in vivo
models of liver cancer and demonstrated the safety and efficacy in reducing
functional Midkine of the novel mRNA LNP combination. This represents a
significant milestone in both the discovery of a novel mRNA therapeutic and in
the safe combination with an LNP to allow for the delivery of the mRNA as an
anti-cancer medicine. Midkine is associated with liver cancer progression,
resistance and prognosis, therefore a novel therapeutic that targets Midkine
expressing liver cancers with mRNA technology offers the potential to be a
first-in-class medicine in liver cancer.
The Group continued the development of its novel STAT-6 medicines in validated
in vitro models of colon cancer with the results demonstrating efficacy of the
Group's four new siRNA sequences in reducing STAT-6 expression by 40-50%.
Colorectal cancer (CRC) is the third most diagnosed malignancy and a major
leading cause of cancer-related deaths worldwide with the number of patients
with metastatic CRC growing, owing to resistance to treatment where STAT-6 has
been prevalent. Therefore, a novel therapeutic that targets STAT-6 expressing
colon cancers offers the potential for a first-in-class medicine in the
significant colon cancer market.
In September 2024 the Company announced that its STAT-6 siRNA had demonstrated
efficacy in a validated in vitro experimental model of immunological disease.
The new set of experiments investigated the use of the siRNA in the STAT-6
inflammation and immunology ("I&I") field. The experiments showed the
Company's siRNA demonstrated a significant reduction in the levels of STAT-6
produced compared to multiple controls at multiple time points. These
results were the Company's first in I&I and complement the strong in vivo
efficacy results previously demonstrated in oncology.
Out-Licensing Discussions
In line with its strategy, the Company continued confidential out-licencing
discussions with potential partners in 2024 and signed a term sheet in May
2024 to grant an exclusive worldwide license for its Midkine antibody
portfolio to PDC FZ-LLC, part of the PDC group. Although the term sheet and
other discussions did not progress to a licensing transaction, they did
indirectly lead to the Company signing a binding Sale and Purchase Agreement
in February 2025 for the sale of its wholly owned subsidiary Lyramid Pty Ltd.
In addition, the Company signed a term sheet in March 2025 for the sale of its
wholly owned subsidiary Oncogeni Ltd (refer to the Post Period End section for
further details).
Financing, Cost Cutting & Board Restructure
In May 2024 the Company announced the issuance of unsecured Convertible Loan
Notes raising net proceeds of £584,915 (after issue discount and fees), the
implementation of significant cost cutting and the restructure of the Board.
The financing and cost cutting provides the Company with the time and
flexibility required to complete transactions.
Post Period End
During the first quarter of 2025 the Company made progress with two material
corporate transactions:
· Sale of Lyramid Pty Ltd: in February 2025 the Company signed a
binding sale and purchase agreement for the sale of its wholly owned
subsidiary Lyramid Pty Ltd to Pleiades Pharma Ltd ("Pleiades") for a
consideration amount of US$10.8 million. Completion is contingent inter alia
on Pleaides completing a current fundraising round no later than 30 June 2025;
and
· Sale of Oncogeni Ltd: in March 2025 the Company signed a term sheet
for the sale of its wholly owned subsidiary Oncogeni Ltd to The Nation Trust
Holding LLC ("Nation Trust") for a cash consideration amount of US$12 million,
consisting of upfront and milestone payments.
On 14 March 2025 the Company raised £236,000 by way of a private placing (the
"Placing") of 15,733,333 new ordinary shares in the capital of the Company.
The proceeds of the Placing are for general working capital purposes as the
Company continues to work towards completion of the Lyramid Pty Ltd and
Oncogeni Ltd transactions.
As part of a planned transition, Ajan Reginald resigned as CEO and Prof. Sir
Martin Evans resigned as Non-Executive Director, both with effect from close
of business on 17 March 2025. Dr Darrin M Disley OBE, a Non-Executive
Director, was appointed Interim Managing Director with effect from close of
business on 17 March 2025.
Strategy & Outlook
Roquefort Therapeutics is looking to generate significant short-term value by
completing the two previously announced material corporate transactions and to
build upon the recent change in leadership in order to pursue other value
accretive opportunities during 2025.
The Chairman's Statement should be read as part of the Strategic Report.
Stephen West, Executive Chairman
29 April 2025
DIRECTORS' REPORT
The Directors present their report with the audited financial statements of
Roquefort Therapeutics plc ("the Company") and its subsidiaries Lyramid Pty
Limited ("Lyramid"), Oncogeni Ltd ("Oncogeni") and Tumorkine Pty Limited
("Tumorkine") (together "the Group") for the year ended 31 December 2024. A
commentary on the business for the year is included in the Chairman's
Statement. A review of the business is also included in the Strategic Report.
The Company's Ordinary Shares are listed on the London Stock Exchange, on the
Official List pursuant to Chapter 14 of the Listing Rules, which sets out the
requirements for Standard Listings.
Directors
The Directors of the Company during the year and their beneficial interest in
the Ordinary shares of the Company at 31 December 2024 were as follows:
Director Position Appointed Ordinary Warrants
shares
Stephen West1 Executive Chairman 17/08/2020 6,310,853 7,267,500
Ajan Reginald Chief Executive Officer 16/09/2022 12,346,413 250,000
Sir Martin Evans Non-Executive Director 16/09/2022 2,690 300,000
Dr Simon Sinclair2 Non-Executive Director 20/04/2022 - 300,000
Ms Jean Duvall Non-Executive Director 05/04/2022 - 300,000
Dr Darrin Disley Non-Executive Director 16/09/2022 2,015,050 200,000
(1) 4,628,485 Ordinary shares and 7,000,000 warrants held by Cresthaven
Investments Pty Ltd ATF The Bellini Trust (a Company related to Stephen West)
(2) 300,000 warrants held by Livingstone Investment Holdings Ltd; and 60,415
Ordinary shares were held by Simon Sinclair direct
Qualifying Third Party Indemnity Provision
At the date of this report, the Company has a third-party indemnity policy in
place for all Directors.
Substantial shareholders
As at 31 December 2024, the total number of issued Ordinary Shares with voting
rights in the Company was 135,736,602. Details of the Company's capital
structure and voting rights are set out in note 19 to the financial
statements.
The Company has been notified of the following interests of 3 per cent or more
in its issued share capital as at the date of approval of this report.
Number of % of
Party Name Ordinary Shares Share Capital
Ajan Reginald 12,537,472 8.09%
Abdelatif Lachab 7,750,000 6.00%
Jane Whiddon1 7,300,000 5.65%
M Sheikh 5,744,870 3.71%
Stephen West2 6,710,853 4.33%
(1) 2,500,000 shares held by MIMO Strategies Pty Ltd (ATF the MIMO Trust);
4,100,000 shares held by 6466 Investments Pty Ltd; 700,000 shares held by
Nautical Holdings WA Pty Ltd - all of which are entities controlled by J
Whiddon
(2) 4,628,485 shares held by Cresthaven Investments Pty Ltd ATF the Bellini
Trust (a Company related to Stephen West)
Financial instruments
Details of the Company's financial risk management objectives and policies as
well as exposure to financial risk are contained in the accounting policies
and note 22 of the financial statements.
Greenhouse Gas (GHG) Emissions
The Group is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. However, due to its
operational footprint being limited to a laboratory historically leased from
September 2022 to 31 December 2023, consuming less than 40,000 kWh of energy,
the Group is currently exempt from GHG reporting requirements.
In the future, the Group will only measure the impact of its direct
activities, as the full impact of the entire supply chain of its suppliers
cannot be measured practically.
TCFD Disclosure
The Group operated a leased lab facility from October 2022 until the agreement
expired in December 2023. From this point the Group outsourced laboratory work
and does not intend to lease another facility in 2025. The Group will
therefore begin to consider its impact on the environment and the risks it
faces from climate change, for the first time during 2025 and expects to
develop its sustainability plans over a 5-year period, commensurate with the
size of its operations. Climate change was not considered a principal risk or
uncertainty for the year ended 31 December 2024.
In line with the requirements of the Financial Conduct Authority's Listing
Rule 14.3.27R, and for the above reasons, we note that we have not made the
disclosures, in respect of the financial year ended 31 December 2024, in line
with the recommendations and recommended disclosures of the TCFD.
Dividends
The Directors do not propose a dividend in respect of the year ended 31
December 2024.
Research and development, Future developments and events subsequent to the
year end
Further details of the Company's research and development, future developments
and events subsequent to the year-end are set out in the Strategic Report.
Research and development costs incurred for the year ended 31 December 2024
was £152,915 (2023:£620,159).
Corporate Governance
The Governance Report forms part of the Director's Report.
Going Concern
The Directors have prepared financial forecasts to estimate the likely cash
requirements of the Group over the period to 30 June 2026, given its stage of
development and lack of recurring revenues. In preparing these financial
forecasts, the Directors have made certain assumptions with regards to the
timing and amount of future expenditure over which they have control. The
Directors have considered the sensitivity of the financial forecasts to
changes in key assumptions, including, among others, potential cost overruns
within committed spend, ability to raise new funding and changes in exchange
rates.
The Group's available resources are sufficient to cover the Group's planned
activities during 2025, however, they are not sufficient to cover existing
committed costs and the costs of planned activities for at least 12 months
from the date of signing these consolidated and company financial statements.
The Directors plan to access further funds during 2025 through the proceeds of
the planned sale of the subsidiaries (and/or other financing arrangements) and
have reasonable expectations that sufficient cash will be raised through the
proceeds of the planned sale of the subsidiaries (and/or other financing
arrangements) to fund the planned operations of the Group for a period of at
least 12 months from the date of approval of these financial statements. The
funding requirement indicates that a material uncertainty exists which may
cast significant doubt over the Group's and Company's ability to continue as a
going concern, and therefore its ability to realise its assets and discharge
its liabilities in the normal course of business.
After due consideration of these forecasts, current cash resources, including
the sensitivity of key inputs and success in raising new funding the Directors
consider that the Group will have adequate financial resources to continue in
operational existence for the foreseeable future (being a period of at least
12 months from the date of this report) and, for this reason, the financial
statements have been prepared on a going concern basis. The financial
statements do not include the adjustments that would be required should the
going concern basis of preparation no longer be appropriate.
Principal Activities
The Company's principal activity in the reporting period was the preclinical
development of next generation medicines focused on hard-to treat cancers.
Auditors
The re-appointment of RPG Crouch Chapman was approved by shareholders at the
Annual General Meeting of the Company held on 27 June 2024.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report alongside the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have prepared the financial
statements in accordance with UK adopted International Accounting Standards.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that year.
The Directors are also required to prepare financial statements in accordance
with the rules of the London Stock Exchange for companies with a Standard
Listing.
In preparing these financial statements, the Directors are required to:
· Select suitable accounting policies and then apply them
consistently;
· Make judgements and accounting estimates that are reasonable and
prudent;
· State whether applicable UK adopted International Accounting
Standards have been followed, subject to any material departures disclosed and
explained in the financial statements; and
· Prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements and the Remuneration
Committee Report comply with the Companies Act 2006. They are also responsible
for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities. They
are also responsible to make a statement that they consider that the annual
report and accounts, taken as a whole, is fair, balanced, and understandable
and provides the information necessary for the shareholders to assess the
Company's position and performance, business model and strategy.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of the financial statements may differ from legislation in other
jurisdictions.
Statement of Directors' responsibilities pursuant to Disclosure and
Transparency Rules
Each of the Directors confirm that, to the best of their knowledge and belief:
· the financial statements prepared in accordance with UK adopted
International Accounting Standards, give a true and fair view of the assets,
liabilities, financial position and loss of the Group and Company; and
· the Annual Report and financial statements, including the Strategic
Report, includes a fair review of the development and performance of the
business and the position of the Group and Company, together with a
description of the principal risks and uncertainties that they face.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit information of
which the Company's auditors are unaware, and each Director has taken all the
steps that they ought to have taken as a Director in order to make themselves
aware of any relevant audit information and to establish that the Company's
auditors are aware of that information.
This directors' report was approved by the Board of Directors on 29 April 2025
and is signed on its behalf by Stephen West, Executive Chairman
STRATEGIC REPORT
The Directors present the Strategic Report of the Company and the Group for
the year ended 31 December 2024.
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long term;
· Act fairly between the members of the Company;
· Maintain a reputation for high standards of business conduct;
· Consider the interests of the Company's employees;
· Foster the Company's relationships with suppliers, customers and
others; and
· Consider the impact of the Company's operations on the community
and the environment.
We aim to work responsibly with our stakeholders, including suppliers. The key
Board decisions made in the year and post year end are set out below:
Significant events / decisions Key s172 matter(s) affected Actions and Consequences
Sale of Lyramid Pty Ltd Shareholders and Business Relationships The Company signed a sale and purchase agreement for the sale of 100% of the
share capital of its wholly owned subsidiary, Lyramid Pty Ltd
Sale of Oncogeni Ltd Shareholders and Business Relationships The Company signed a term sheet for the sale of 100% of the share capital of
its wholly owned subsidiary, Oncogeni Ltd
Portfolio optimisation Shareholders and Business Relationships The Group constantly monitors the commercial viability of its programmes to
ensure that the optimum mix is carried forward
Interests of Employees
The Company's Governance Report sets out (under board responsibilities) the
processes in place to safeguard the interests of employees.
Foster business relationships with suppliers, joint venture partners and
others
Potential suppliers and joint venture partners are considered in the light of
their suitability to comply with the Company's policies.
Impact of operations on the community and environment
The Company will continue to monitor the future impact of any new potential
research facilities on the community and environment.
Maintain a reputation for high standards of business conduct
The Governance Report sets out the Board and Committee structures and Board
and Committee meetings held during the year, together with the experience of
executive management and the Board and the Company's policies and procedures.
Act fairly between members of the Company
The Board takes feedback from a wide range of shareholders (large and small)
and endeavours at every opportunity to pro-actively engage with all
shareholders (via regulatory news reporting-RNS) and engage with any specific
shareholders in response to particular queries they may have from time to
time. The Board considers that its key decisions during the year have impacted
equally on all members of the Company.
Review of Business in the Year
Operational Review
During the year, the Company continued to progress its novel patent protected
pre-clinical anti-cancer medicines through partnerships with leading academic
cancer research centres prior to partnering or selling assets in order to
realise value. The main R&D progress during the year was as follows:
· The Group's Midkine RNA oligonucleotide and STAT-6 siRNA programs
underwent studies in combination with proprietary lipid nanoparticle (LNP)
delivery systems in validated in vivo models and demonstrated the safety and
efficacy in reducing functional Midkine of the novel mRNA LNP combination.
· The Group continued the development of its novel STAT-6 medicines in
validated in vitro models of colon cancer with the results demonstrating
efficacy of the Group's four new siRNA sequences in reducing STAT-6 expression
by 40-50%.
· In September 2024 the Company announced that its STAT-6 siRNA had
demonstrated efficacy in a validated in vitro experimental model of
immunological disease. This new set of experiments investigated the use of the
siRNA in the STAT-6 inflammation and immunology field. In these preliminary
experiments, the Company's siRNA demonstrated a significant reduction in the
levels of STAT-6 produced compared to multiple controls at multiple time
points.
The Company signed a term sheet in May 2024 to grant an exclusive worldwide
license for its Midkine antibody portfolio to PDC FZ-LLC, part of the PDC
group. This transaction did not complete; however, it did indirectly lead to
the Company signing a binding sale and purchase agreement in February 2025 for
the sale of Lyramid Pty Ltd to Pleiades Pharma Ltd for a consideration amount
of US$10.8 million ("Lyramid Sale"). At the date of this report the Lyramid
Sale had not completed.
In May 2024 the Company announced the issuance of unsecured Convertible Loan
Notes raising net proceeds of £584,915 (after issue discount and fees), the
implementation of significant cost cutting and the restructure of the Board:
· Convertible Loan Notes: the Company received commitments for
£655,000 of convertible loan notes to existing and new investors to raise net
proceeds of £584,915 (after issue discount and fees) in May 2024. The
Convertible Loan Notes are unsecured with a 12 month maturity, have a total
face value of £655,000 and have been issued to noteholders at 95% of the face
value. The interest rate is 12.5% accrued daily and paid upon conversion (in
shares) or repayment (in cash). The conversion price of the Convertible Loan
Notes is calculated as the lower of a) 6 pence per share; and b) 90% of the
price equal to the 10-day volume-weighted average price calculated backwards
from the date which is three business days prior to the notice of conversion
given to the Company. Noteholders were issued with a total of 6,222,500
unlisted warrants with an exercise price of 7.5 pence and expiry date of five
years from date of issue, being 10 unlisted warrants for every £1.00
invested. In addition, 497,800 broker warrants with the same terms were
issued. As at the date of this report there are Convertible Loan Notes with
a face value of £337,894 outstanding;
· Significant cost cutting: the Company implemented significant cost
cutting including a 50% reduction in salaries and Directors fees effective
from 1 March 2024. With effect from 1 August 2024 the reduction in salaries
and Directors fees was increased to 75% until a material transaction is
completed; and
· Restructure of the Board: Professor Sir Martin Evans stepped down
from his role as Chief Scientific Officer to Non-Executive Director. In
addition, Dr Michael Stein resigned from the Board as a Non-Executive
Director.
In September 2024 the Company announced that the European Patent Office and
the Japan Patent Office had granted the patents for its Mesodermal Killer
("MK") cell therapy, across 39 counties including the UK, EU and Japan.
These patents provide protection for both the composition of matter of the MK
cell type and for a population of natural killer ("NK") cells primed
(activated) by the MK cells. This affords Roquefort Therapeutics protection
for a portfolio of multiple novel medicines comprising of the MK cells alone,
MK + NK cells or primed NK cells.
Events since the year end
Refer to Note 27 for post reporting date events.
Financial review
Results for the year to 31 December 2024
The Consolidated Statement of Comprehensive Income for the year shows a loss
of £971,803 (2023: £1,744,540) and the Consolidated Statement of Financial
Position at 31 December 2024 shows net equity of £4,889,019 (2023:
£5,499,543) for the Group.
The total comprehensive loss for the year of £914,552 (2023: loss of
£1,717,495) occurred as a result of on-going research and development costs
and administrative expenses required to operate the Company.
Administrative expenses decreased to £931,642 (2023: £1,499,193) mainly due
to Directors' and employee costs reducing to £397,659 (2023: £1,087,947),
and consulting and professional fees decreasing to £116,740 (2023: £217,876)
reflecting a decrease in staff and operational activities during the year.
Research and development expenditure decreased to £152,915 (2023: £620,159)
as the Group focused on sourcing licensing deals for its portfolio.
Cash flow
Net cash outflow for the Group for 2024 was £198,816 (2023: £1,786,164
outflow).
Net cash used in investing activities for 2024 decreased to £Nil (2023:
£52,573).
Net cash from financing activities for 2024 was £584,915 (2023: £58
outflow).
Closing cash
As at 31 December 2024, the Group held £337,112 (2023: £537,322) of cash.
Key Performance Indicators
The Company's non-financial KPIs are positive R&D results within the
existing pre-clinical portfolio, the development of new novel anti-cancer
therapeutics, the registration of new patents to protect the clinical
advancements in anti-cancer therapeutics being achieved during the
pre-clinical stages of drug discovery and entering into licencing deals with
other companies.
The Company's financial KPIs are the Company's cash runway and budgeted
R&D spend compared to actuals.
Position of Company's Business
At the year end
At the year end the Company's Statement of Financial Position shows net assets
totalling £5,348,014 (2023: £5,981,627). It is likely the Company will need
to raise further funds (either through corporate transactions and/or other
financing arrangements) to cover its plans to complete existing pre-clinical
development activities and complete licencing negotiations. As at reporting
date the Directors are confident in their ability to raise further funds
either through corporate transactions and/or other financing arrangements.
Environmental matters
The Board contains personnel with a good history of running businesses that
have been compliant with all relevant laws and regulations and there have been
no instances of non-compliance in respect of environmental matters.
Employee information
As at the date of this report, the Company has an Executive Chairman, one
Executive Director and two Non-Executive Directors. The Company is committed
to gender equality and, as future roles are identified, a wide-ranging search
would be completed with the most appropriate individual being appointed
irrespective of gender.
A split of our employees and directors by gender at the date of this report,
is shown below:
Male Female
Directors 3 1
Employees 1 -
Total employees (including directors) 4 1
Social/Community/Human rights matters
The Company ensures that employment practices take into account the necessary
diversity requirements and compliance with all employment laws. The Board has
experience in dealing with such issues and sufficient training and
qualifications to ensure they meet all requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines setting out
appropriate procedures for companies to follow to ensure that they are
compliant with the UK Bribery Act 2010. The Company has conducted a review
into its operational procedures to consider the impact of the Bribery Act 2010
and the Board has adopted an anti- corruption and anti-bribery policy.
Principal Risks and Uncertainties
The Group operates in an uncertain environment and is subject to a number of
risk factors. The Directors consider the following risk factors are of
particular relevance to the Group's activities although it should be noted
that this list is not exhaustive and that other risk factors not presently
known or currently deemed immaterial may apply.
Issue Risk/Uncertainty Mitigation
The Group is not breakeven and there is no guarantee that it will generate The generation of revenues is difficult to predict and there is no guarantee The Board actively manages the commercial activities of the Group as it
significant profits in the near future that the Group will generate significant revenues in the foreseeable future. develops.
The Group will face risks frequently encountered by pre-revenue businesses The Board oversee the progress of the development of the Group's research
looking to bring new products to the market. There is also no guarantee that programs and associated technologies and ensure funding is in place to support
the intellectual property held will ultimately result in a commercially viable the necessary trials and further development steps as these come on stream.
product. It is also possible that technical and/or regulatory hurdles could
lengthen the time required for the delivery of such a testing product.
Research and development risks carry technical risks, including the programs All therapeutic research and development programs carry technical risks, The Directors engage in continuous dialogue with the CEO/MD and senior
undertaken by the Group and there is no guarantee that these technical risks including the programs undertaken by the Group. These risks include: those scientific staff to critically review the technical risks. The Board has
can be effectively overcome, and a successful, approved product can be associated with delays in development of effective and potent drugs; failure established a Scientific Advisory Board to support them in this review
developed of delivery by third party suppliers of research services or materials process.
essential to the programs; and outcomes of clinical testing. There is no
guarantee that these technical risks can be effectively overcome, and a
successful, approved product can be developed. Furthermore, the Group is
pursuing relatively new drug classes. Whilst several examples of approved
drugs now exist in these classes, as yet no such drug has been developed for
the Group's targets. There is a risk that these novel classes of drugs may not
be an effective way of modulating the target's expression to exert appropriate
clinical benefit in the target conditions.
Biotechnology programs are subject to the most Key regulatory focus areas are safety and efficacy, and future clinical trials The Scientific Advisory Board will be critical in supporting the Board in
stringent regulatory oversight by various conducted by the Group may be suspended or abandoned entirely in the event understanding and mitigating these risks. Even so, a sudden unforeseen change
government agencies and ethics committees and there is no guarantee that the that regulatory agencies consider that continuation of these trials could in the regulations could have a material adverse impact on the development
proposed development work will result in an efficacious treatment, or even if expose participants to undue risks. Before obtaining regulatory approval of a program.
it does, that the drug will be approved by regulatory authorities product for a target indication, substantial evidence must be gathered in
controlled clinical trials that the product candidate is safe and effective The Group cannot guarantee that the proposed development work will result in
for use for that clinical setting. Similar approvals must be obtained from the an efficacious treatment, or even if it does, that the drug will be approved
relevant regulatory authorities in each country in which the product may be by regulatory authorities.
made available, including Australia, US and the EU.
Even where the Group is successful in terms of technical and regulatory There may be other companies developing effective treatments for the same The CEO/MD and certain Board members have extensive experience in developing
approvals, there is no guarantee it will be successful in securing an conditions as the Group, which could make commercialising any drug more products to pre-IND and completing licencing deals. The Board is in continuous
appropriate licensing deal or in achieving alternative means of difficult. The research and development programs planned are expected to take dialogue with the CEO/MD regarding ongoing licencing discussions.
commercialising its drugs several years before any drug might be ready and the market for such drugs may
contract significantly or become too competitive for an economically viable
drug launch. In addition, even post regulatory approval, any drug may need to
be withdrawn from the market, as well as expose the Group to claims for
compensation as a result of serious adverse events associated with the
treatment. Historically, very few drugs make it from discovery to regulatory
approval and commercialisation.
Existing patents and licences are subject to the terms and conditions of the The Group's subsidiary Lyramid Pty Ltd operates its Midkine antibody research The CEO/MD has a good understanding of the details of the licence agreements
relevant licence agreement which could be terminated for non-compliance with and development programs under a worldwide, licence agreement with Anagenics and the Group's obligations under them. Should any areas of concern arise,
the terms of such licence agreement Ltd, the owner of the Midkine patents. Similarly, the Group's subsidiary legal counsel will be sought before further steps are taken.
Oncogeni Ltd operates its MK Cell and siRNA programs under worldwide licencing
agreements with Cell Therapy Limited and Sirna Limited respectively. Whilst
the Group is currently compliant, there is a risk that the rights to these
patents, as defined by the relevant licence agreement, will be forfeited by
virtue of either party failing to meet licence conditions.
The Group's ability to compete will depend in part, upon the successful Filing, prosecuting and defending patents in all countries throughout the The Group seeks to protect its intellectual property through the filing of
protection of its intellectual property, in particular its patents and world would be prohibitively expensive. It is possible that competitors will patent applications, as well as robust confidentiality obligations on its
know-how use the technologies in jurisdictions where the Group has not registered employees.
patents.
The Board intends to defend the Group's intellectual property vigorously,
where necessary through litigation and other means.
The successful operation of the Group will depend partly upon the performance The loss of the services of certain of these members of the Group's key The Group offers incentives to Directors and employees through share warrants,
and expertise of its current and future management and employeesz management or the inability to identify, attract and retain a sufficient which makes them linked to the long-term success of the business.
number of suitably skilled and qualified employees may have a material adverse
effect on the Group. Any future expansion of the Group may require
considerable management time which may in turn inhibit management's ability to
conduct the day to day business of the Group.
The further operations of the Group will depend on its ability to raise Pre-revenue companies are dependent on their ability to raise additional funds The CEO/MD and Chairman have extensive experience in both the capital markets
further funds through either equity markets or licence revenue deals or generate profits in the future to continue operations. and Bio-technology sector and are confident in their abilities to raise
additional fundings or revenue.
Composition of the Board
A full analysis of the Board, its function, composition and policies, is
included in the Governance Report.
Capital Structure
The Company's capital consists of ordinary shares which rank pari passu in all
respects which are traded on the Standard segment of the Main Market of the
London Stock Exchange. There are no restrictions on the transfer of securities
in the Company or restrictions on voting rights and none of the Company's
shares are owned or controlled by employee share schemes. There are no
arrangements in place between shareholders that are known to the Company that
may restrict voting rights, restrict the transfer of securities, result in the
appointment or replacement of Directors, amend the Company's Articles of
Association or restrict the powers of the Company's Directors, including in
relation to the issuing or buying back by the Company of its shares or any
significant agreements to which the Company is a party that take effect after
or terminate upon, a change of control of the Company following a takeover bid
or arrangements between the Company and its Directors or employees providing
for compensation for loss of office or employment (whether through
resignation, purported redundancy or otherwise) that may occur because of a
takeover bid.
Approved by the Board on 29 April 2025
Stephen West, Executive Chairman
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 December 31 December 2023
2024
Note £ £
Revenue 6 - 200,000
Cost of Sales (16,000) -
Other income - -
Administrative expenses 8 (931,642) (1,499,193)
Share based payments - directors and senior managers 8 (10,958) (10,402)
Research and development expenditure 8 (152,915) (620,159)
Operating loss & loss before, interest, taxation & depreciation (1,111,515) (1,929,754)
Interest receivable - 1,469
Interest payable 17 (44,857) (58)
Finance charge 17 (52,793) -
Depreciation 13 (5,404) (3,890)
Loss for the year before taxation (1,214,569) (1,932,233)
Taxation 9 242,766 187,693
Loss for the year (971,803) (1,744,540)
Other comprehensive income 7 57,251 27,045
Total comprehensive loss for the period attributable to equity holders of the (914,552) (1,717,495)
parent
Loss per share (basic and diluted) attributable to the equity holders (pence) 10 (0.75) (1.35)
The notes to the financial statements form an integral part of these financial
statements.
Consolidated Statement of Financial Position
Note As at As at
31 December 31 December 2023
2024 £
£
Assets
Non-current assets
Property, Plant & Equipment 13 44,748 50,152
Intangible assets 11 5,343,505 5,343,505
Total non-current assets 5,388,253 5,393,657
Current assets
Trade and other receivables 14 25,380 157,589
Cash and cash equivalents 15 337,112 537,322
Total current assets 362,492 694,911
Total assets 5,750,745 6,088,568
Equity and liabilities
Equity attributable to shareholders
Share capital 19 1,357,366 1,291,500
Share premium 19 4,619,793 4,403,094
Share based payments reserve 20 407,000 385,537
Merger relief reserve 21 3,700,000 3,700,000
Retained deficit (5,265,071) (4,293,268)
Currency translation reserve 7 69,931 12,680
Total equity 4,889,019 5,499,543
Liabilities
Non-Current liabilities
Deferred tax liabilities 18 281,911 281,911
Current liabilities
Trade and other payables 16 179,723 307,114
Borrowings 17 400,092 -
Total liabilities 861,726 589,025
Total equity and liabilities 5,750,745 6,088,568
The notes to the financial statements form an integral part of these financial
statements.
COMPANY Statement of Financial Position
Note As at 31 As at 31 December
2023
December
£
2024
£
Assets
Non-current assets
Property, Plant & Equipment 13 44,748 50,152
Investments 12 4,874,774 4,874,774
Intercompany receivables 615,409 812,951
Total non-current assets 5,534,931 5,737,877
Current assets
Trade and other receivables 14 15,899 124,988
Cash and cash equivalents 15 326,670 301,674
Total current assets 342,569 426,662
Total assets 5,877,500 6,164,539
Equity and liabilities
Equity attributable to shareholders
Share capital 19 1,357,366 1,291,500
Share premium 19 4,619,793 4,403,094
Share based payments reserve 20 407,000 385,537
Merger relief reserve 21 3,700,000 3,700,000
Retained deficit (4,736,145) (3,798,504)
Total equity 5,348,014 5,981,627
Liabilities
Current liabilities
Trade and other payables 16 129,394 182,912
Borrowings 17 400,092 -
Total liabilities 529,486 182,912
Total equity and liabilities 5,877,500 6,164,539
The notes to the financial statements form an integral part of these financial
statements.
The Company has taken advantage of section 408 of the Companies Act 2006 and
consequently a profit and loss account has not been presented for the Company.
The Company's loss for the financial period was £937,641 (2023: £1,510,524).
Consolidated Statement of Changes in Equity
Ordinary Share capital Share Premium Share Based Payment Reserve Merger Retained earnings Translation Reserve Total
Relief equity
reserve
£ £ £ £ £ £ £
As at 31 December 2022 1,291,500 4,403,094 375,135 3,700,000 (2,548,728) (14,365) 7,206,636
Loss for the year - - - - (1,744,540) - (1,744,540)
Exchange differences - - - - - 27,045 27,045
Total comprehensive loss for the year - - - - (1,744,540) 27,045 (1,717,495)
Transactions with owners
Ordinary shares issued - - - - - - -
Warrants charge - - 10,402 - - - 10,402
Total transactions with owners
- - 10,402 - - - 10,402
As at 31 December 2023 1,291,500 4,403,094 385,537 3,700,000 (4,293,268) 12,680 5,499,543
Loss for the year - - - - (971,803) - (971,803)
Exchange differences - - - - - 57,251 57,251
Total comprehensive income / (loss) for the year
- - - - (971,803) 57,251 (914,552)
Transactions with owners
Ordinary shares issued 65,866 216,699 - - - - 282,565
Warrants charge - - 21,463 - - - 21,463
Total transactions with owners
65,866 216,699 21,463 - - - 304,028
As at 31 December 2024 1,357,366 4,619,793 407,000 3,700,000 (5,265,071) 69,931 4,889,019
The notes to the financial statements form an integral part of these financial
statements.
COMPANY Statement of Changes in Equity
Ordinary Share capital Share Premium Merger relief reserve Share Based Payment Reserve Retained earnings Total equity
£ £ £ £ £ £
As at 31 December 2022 1,291,500 4,403,094 3,700,000 375,135 (2,288,350) 7,481,379
Loss for the year - - - - (1,510,154) (1,510,154)
Total loss for the year - - - - (1,510,154) (1,510,154)
Transactions with owners
Ordinary Shares issued - - - - - -
Share-based payments - - - 10,402 - 10,402
Total transactions with owners
- - - 10,402 - 10,402
As at 31 December 2023 1,291,500 4,403,094 3,700,000 385,537 (3,798,504) 5,981,627
Loss for the year - - - - (937,641) (937,641)
Total loss for the year - - - - (937,641) (937,641)
Transactions with owners 65,866 216,699 - - - 282,565
Ordinary Shares issued
Share-based payments - - - 21,463 - 21,463
Total transactions with owners 65,866 216,699 - 21,463 - 304,028
As at 31 December 2024 1,357,366 4,619,793 3,700,000 407,000 (4,736,145) 5,348,014
The notes to the financial statements form an integral part of these financial
statements.
Consolidated Statement of Cash Flow
Note Year ended 31 December 2024 Year ended 31 December 2023
£ £
Cash flow from operating activities
Loss before income tax (1,214,569) (1,932,233)
Adjustments for:
Foreign Exchange 54,556 26,533
Share based payment 21,463 10,402
Depreciation 13 5,404 3,890
Taxation 9 242,766 187,693
Interest income - (1,469)
Interest expense 44,587 58
Finance charge 52,793 -
Changes in working capital:
Decrease / (Increase) in trade and other receivables 130,412 (55,851)
Increase / (Decrease) in trade and other payables (121,143) 27,444
Net cash used in operating activities (783,731) (1,733,533)
Cash flow from Investing activities
Purchase of Property, Plant & Equipment 13 - (54,042)
Interest received - 1,469
Net Cash used in investing activities - (52,573)
Cash flows from financing activities
Proceeds from convertible loan note 584,915 -
Interest paid - (58)
Net cash (used in)/generated from financing activities 584,915 (58)
Net decrease in cash and cash equivalents (198,816) (1,786,164)
Cash and cash equivalents at the beginning of the period 537,322 2,322,974
Foreign exchange impact on cash (1,394) 512
Cash and cash equivalents at the end of the period 15 337,112 537,322
COMPANY Statement of Cash Flow
Note Year ended 31 December 2024 Year ended 31 December 2023
£ £
Cash flow from operating activities
Loss before income tax (1,061,334) (1,546,488)
Adjustments for:
Interest payable 44,857 -
Finance charge 52,793 -
Depreciation 13 5,404 3,890
Share based payment 21,463 10,402
Taxation 9 123,693 36,334
Changes in working capital:
Decrease / (Increase) in trade and other receivables 109,087 (60,678)
Decrease in trade and other payables (66,870) (892)
Net cash used in operating activities (770,907) (1,557,432)
Cash flow from Investing activities
Purchase of Property, Plant & Equipment 13 - (54,042)
Borrowings from / (to) subsidiaries 210,988 (361,330)
Net Cash used in investing activities 210,988 (415,372)
Cash flows from financing activities
Proceeds from convertible loan note 584,915 -
Net Cash from financing activities 584,915 -
Net (decrease)/increase in cash and cash equivalents 24,996 (1,972,804)
Cash and cash equivalents at the beginning of the period 301,674 2,274,478
Foreign exchange impact on cash - -
Cash and cash equivalents at the end of the period 15 326,670 301,674
( )
The notes to the financial statements form an integral part of these financial
statements.
Notes to the Financial Statements
1. General Information
Roquefort Therapeutics plc, the Group's ultimate parent company, was
incorporated on 17 August 2020 as a public company limited by shares in
England and Wales with company number 12819145 under the Companies Act.
The address of its registered office is 85 Great Portland Street, First Floor,
London W1W 7LT, United Kingdom.
The principal activity of the Company is to develop pre-clinical next
generation medicines focused on hard-to- treat cancers.
The Company listed on the London Stock Exchange ("LSE") on 22 March 2021.
The consolidated financial statements of the Group have been prepared in
accordance with UK adopted International Accounting Standards as issued by the
International Accounting Standards Board (IASB) and endorsed by the UK
Endorsement Board. They have been prepared under the assumption that the Group
operates on a going concern basis.
2. New Standards and Interpretations
New and revised accounting standards adopted for the year ended 31 December 2024 did not have any material impact on the Group's accounting policies. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2024:
· IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback);
· IAS 1 Presentation of Financial Statements (Amendment - Classification of Liabilities as Current or Non-current) with Covenants; and
· Amendment to IAS 7 and IFRS 7 - Supplier finance.
The following amendments are effective for the period beginning 1 January 2025:
· Lack of Exchangeability (Amendments to IAS 21 The effects of changes in foreign exchange rates)
The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not believe that the amendments to IAS 1 will have a significant impact on the classification of its liabilities. The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group.
3. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the period presented, unless otherwise stated.
a) Basis of Preparation
The financial statements of Roquefort Therapeutics plc have been prepared in
accordance with UK adopted International Accounting Standards, and the
Companies Act 2006.
The financial statements have been prepared on an accrual basis and under the
historical cost convention.
b) Going Concern
The Directors have prepared financial forecasts to estimate the likely cash
requirements of the Group over the period to 30 June 2026, given its stage of
development and lack of recurring revenues. In preparing these financial
forecasts, the Directors have made certain assumptions with regards to the
timing and amount of future expenditure over which they have control. The
Directors have considered the sensitivity of the financial forecasts to
changes in key assumptions, including, among others, potential cost overruns
within committed spend, ability to raise new funding and changes in exchange
rates.
The Group's available resources are sufficient to cover the Group's plans to
complete existing pre-clinical development activities during 2025, however,
they are not sufficient to cover existing committed costs and the costs of
planned activities for at least 12 months from the date of signing these
consolidated and company financial statements.
The Directors plan to raise further funds during 2025 through the proceeds of
the planned sale of the subsidiaries (and/or other financing arrangements) and
have reasonable expectations that sufficient cash will be raised through the
proceeds of the planned sale of the subsidiaries (and/or other financing
arrangements) to fund the planned operations of the Group for a period of at
least 12 months from the date of approval of these financial statements. The
funding requirement indicates that a material uncertainty exists which may
cast significant doubt over the Group's and Company's ability to continue as a
going concern, and therefore its ability to realise its assets and discharge
its liabilities in the normal course of business.
After due consideration of these forecasts, current cash resources, including
the sensitivity of key inputs and success in raising new funding the Directors
consider that the Group will have adequate financial resources to continue in
operational existence for the foreseeable future (being a period of at least
12 months from the date of this report) and, for this reason, the financial
statements have been prepared on a going concern basis. The financial
statements do not include the adjustments that would be required should the
going concern basis of preparation no longer be appropriate.
c) Basis of Consolidation
The Group's financial statements consolidate those of the parent company and
its subsidiaries as of 31 December 2024. Lyramid Pty Ltd and Oncogeni Ltd have
reporting dates at 31 December whilst the reporting date of Tumorkine Pty Ltd
is 30 June.
All transactions and balances between Group companies are eliminated on
consolidation, including unrealised gains and losses on transactions between
Group companies. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment
from a Group perspective. Amounts reported in the financial statements of its
subsidiary have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or
disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling interests based on
their respective ownership interests.
d) Revenue From Contracts with Customers
The Group recognises revenue as follows:
Commercialisation and milestone revenue
Commercialisation and milestone revenue generally includes non-refundable
upfront license and collaboration fees; milestone payments, the receipt of
which is dependent upon the achievement of certain clinical, regulatory or
commercial milestones; as well as royalties on product sales of licensed
products, if and when such product sales occur; and revenue from the supply of
products. Payment is generally due on standard terms of 30 to 60 days.
Amounts received prior to satisfying the revenue recognition criteria are
recorded as deferred revenue or deferred consideration, depending on the
nature of arrangement. Amounts expected to be recognised as revenue within the
12 months following the consolidated balance sheet date are classified within
current liabilities. Amounts not expected to be recognised as revenue within
the 12 months following the consolidated balance sheet date are classified
within non-current liabilities.
Milestone revenue
The Group applies the five-step method under the standard to measure and
recognise milestone revenue. The receipt of milestone payments is often
contingent on meeting certain clinical, regulatory or commercial targets, and
is therefore considered variable consideration. The Group estimates the
transaction price of the contingent milestone using the most likely amount
method.
The Group includes in the transaction price some or all of the amount of the
contingent milestone only to the extent that it is highly probable that a
significant reversal in the amount of cumulative revenue recognised will not
occur when the uncertainty associated with the contingent milestone is
subsequently resolved.
Milestone payments that are not within the control of the Company, such as
regulatory approvals, are not considered highly probable of being achieved
until those approvals are received.
Any changes in the transaction price are allocated to all performance
obligations in the contract unless the variable consideration relates only to
one or more, but not all, of the performance obligations.
e) Business Combinations
The Group applies the acquisition method in accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition date fair values of
assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising
from a contingent consideration arrangement. Acquisition costs are expensed as
incurred.
Assets acquired and liabilities assumed are generally measured at their
acquisition date fair values.
f) Foreign Currency Translation
i) Functional and Presentation Currency
The financial statements are presented in Pounds Sterling (GBP), which is the
Group's functional and presentation currency.
ii) Transactions and Balances
Foreign currency monetary assets and liabilities are translated at the rates
ruling at the reporting date. Exchange differences arising on the
retranslation of assets and liabilities are recognised immediately in profit
or loss.
iii) Foreign operations
In the Group's financial statements, all assets, liabilities and transactions
of Group entities with a functional currency other than GBP are translated
into GBP upon consolidation. The functional currencies of entities within the
Group have remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into GBP at the
closing rate at the reporting date. Goodwill and fair value adjustments
arising on the acquisition of a foreign entity have been treated as assets and
liabilities of the foreign entity and translated into GBP at the closing rate
on the acquisition date. Income and expenses have been translated into GBP at
the average rate of over the reporting period. Exchange differences are
charged or credited to other comprehensive income and recognised in the
currency translation reserve in equity. On disposal of a foreign operation,
the related cumulative translation differences recognised in equity are
reclassified to profit or loss and are recognised as part of the gain or loss
on disposal.
g) Segment Reporting
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 period the Group operated in the
single business segment of biotechnology.
h) Property, Plant & Equipment
Property, plant and equipment is stated at cost less accumulated depreciation
and, where appropriate, less provisions for impairment.
The initial recognition and subsequent measurement of property, plant and
equipment are:
Initial recognition
Property, plant and equipment is initially recognised at acquisition cost,
including any costs directly attributable to bringing the assets to the
location and condition necessary for them to be capable of operating. In most
circumstances, the cost will be its purchase cost, together with the cost of
delivery.
Subsequent measurement
An asset will only be depreciated once it is ready for use. Depreciation is
charged so as to write off the cost of property, plant and equipment, less its
estimated residual value, over the expected useful economic lives of the
assets.
Depreciation is charged on a straight-line basis as follows:
· Equipment 10 years
The disposal or retirement of an asset is determined by comparing the sales
proceeds with the carrying amount. Any gains or losses are recognised within
the Consolidated Statement of Comprehensive Income.
i) Goodwill and Intangible Assets
Goodwill represents the future economic benefits arising from a business
combination that are not individually identified and separately recognised.
Goodwill is carried at cost less accumulated impairment losses. Refer to Note
(j) for a description of impairment testing procedures.
Transactions where the definition of a business combination, per IFRS 3, is
not met due to the asset or group of assets not meeting the definition of a
business, or where the concentration test affords the Directors the option not
to treat as a business, are recognised as an asset acquisition. The Group
identifies and recognises the individual identifiable assets acquired and
liabilities assumed and allocates the cost of the group of assets and
liabilities (including directly attributable costs of making the acquisition)
to the individual identifiable assets and liabilities on the basis of their
relative fair values at the date of purchase.
Other intangible assets, including licences and patents, that are acquired by
the Group and have finite useful lives are measured at cost less accumulated
amortisation and any accumulated impairment losses. Refer to Note (j) for
amortisation procedures.
j) 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 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.
Amortisation is calculated to write off the cost of intangible assets less
their estimated residual values using the straight‐line method over their
estimated useful lives, from the date the assets are available for use and is
recognised in profit or loss. The available for use date is determined as the
date from which a product is commercialised - this had yet to occur, for all
intangible assets, at 31 December 2024 and 2023. Goodwill is not amortised.
k) Financial Instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
i) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
The Group 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 Group 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 Group has
transferred substantially all the risks and rewards of ownership.
iii) Measurement
At initial recognition, the Group 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.
Receivables
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 Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. For trade
receivables, the Group applies the simplified approach permitted by IFRS 9,
which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
l) Taxation
Taxation comprises current and deferred tax.
Current tax is based on taxable profit or loss for the period. Taxable profit
or loss differs from profit or loss as reported in the income statement
because it excludes items of income and expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The asset or liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by 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 Group 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 Group intends to settle its current tax assets and
liabilities on a net basis.
R&D tax rebate receivable represents refundable tax offsets, in cash, from
the Australian Taxation Office in relation to expenditure incurred in the
current year for eligible research and development activities. Research and
development activities are refundable at a rate of 43.5% for each dollar
spent, subject to meeting certain eligibility criteria. Funds are expected to
be received subsequent to the lodgement of the income tax return and research
and development tax incentive schedule for the current financial year. The
Group recognises a taxation credit, in the year the cash is received, which
generally relates to expenses during the prior period. In future periods
(which will include UK R&D tax credits), once an established pattern of
successful claims is recorded, the Group will consider an accruals basis,
recording the tax credit and a receivable in the period the eligible
expenditure was incurred.
m) Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and demand
deposits with banks and other financial institutions, that are readily
convertible into known amounts of cash, and which are subject to an
insignificant risk of changes in value.
n) Equity, Reserves and Dividend Payments
Share capital represents the nominal (par) value of shares that have been
issued.
Share premium includes any premiums received on issue of share capital. Any
transaction costs directly associated with the issuing of shares are deducted
from share premium, net of any related income tax benefits.
Share based payments represents the value of equity settled share-based
payments provided to employees, including key management personnel, and third
parties for services provided.
Translation reserve comprises foreign currency translation differences arising
from the translation of financial statements of the Group's foreign entities
into GBP on consolidation.
Retained losses represent the cumulative retained losses of the Group at the
reporting date.
Merger relieve reserve arises from the acquisition of Oncogeni Ltd and Lyramid
Pty Ltd whereby the excess of the fair value of the issued ordinary share
capital issued over the nominal value of these shares is transferred to his
reserve in accordance with section 612 of the Companies Act 2006
All transactions with owners of the parent are recorded separately within
equity.
No dividends are proposed for the period.
o) 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 period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings
and number of Ordinary Shares for the effects of dilutive potential Ordinary
Shares.
p) Employee Benefits
Provision is made for Lyramid Pty Ltd's liability for employee benefits
arising from services rendered by employees up to the end of the reporting
period. In determining the liability, consideration is given to employee wage
increases and the probability that the employee may satisfy vesting
requirements.
Short term obligations
Liability for wages and salaries, including non-monetary benefits, annual
leave, long service leave and accumulating sick leave expected to be settled
within 12 months of the reporting date are recognised in other payables in
respect of employees' services up to the reporting date and are measured at
the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefit obligations
Liability for annual leave and long service leave not expected to be settled
within 12 months from the reporting date is recognised in the provision for
employee benefits and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the
reporting date, using the projected unit credit method. Consideration is given
to expected future wage and salary levels, of employee departures and period
of service.
Retirement benefit obligations
Contributions for retirement benefit obligations are recognised as an expense
as they become payable. Prepaid contributions are recognised as an asset to
the extent that a cash refund or a reduction in the future payment is
available. Contributions are paid into the fund nominated by the employee.
Employee benefits provision
The liability for employee benefits expected to be settled more than 12 months
from the reporting date are recognised and measured at the present value of
the estimated future cash flows to be made in respect of all employees at the
reporting date. In determining the present value of the liability, estimates
of attrition rates and pay increases through promotion and inflation have been
taken into account.
q) Leases
Leases are accounted for by recognising a right-of-use asset and a lease
liability, except for leases of low value assets and leases with a duration of
12 months or less, for which the lease cost is expensed in the period to which
it relates.
A lease liability is recognised at the commencement date of a lease. The lease
liability is initially recognised at the present value of the lease payments
to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the
consolidated entity's incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a
purchase option when the exercise of the option is reasonably certain to
occur, and any anticipated termination penalties.
The variable lease payments that do not depend on an index or a rate are
expensed in the period in which they are incurred. Lease liabilities are
measured at amortised cost using the effective interest method. The carrying
amounts are remeasured if there is a change in the following: future lease
payments arising from a change in an index or a rate used; residual guarantee;
lease term; certainty of a purchase option and termination penalties. When a
lease liability is remeasured, an adjustment is made to the corresponding
right-of use asset, or to profit or loss if the carrying amount of the
right-of-use asset is fully written down.
Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for: lease
payments made at or before commencement of the lease; initial direct costs
incurred; and the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased asset.
For contracts that both convey a right to the Group to use an identified asset
and require services to be provided to the Group by the lessor, the Group has
elected to account for the entire contract as a lease, i.e. it does not
allocate any amount of the contractual payments to, and account separately
for, any services provided by the supplier as part of the contract.
r) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs.
After initial recognition, loans are subsequently carried at amortised cost.
Any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the statement of comprehensive income over
the period of the borrowings using the effective interest method. Fees paid on
the establishment of loan facilities are included in the initial recognition
of the loan note.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability or at least 12 months
after the end of the reporting period
Convertible loan notes classified as financial liabilities and borrowings are
recognised initially at fair value, net of transaction costs. After initial
recognition, loans are subsequently carried at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is
recognised in the statement of comprehensive income over the period of the
borrowings using the effective interest method. Fees paid on the establishment
of loan facilities are included in the initial recognition of the loan note.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability or at least 12 months
after the end of the reporting period.
s) Share-Based Payments
The Company has applied the requirements of IFRS 2 Share-based payments.
The Company issues equity settled share-based payments to the Directors and to
third parties for the provision of services provided for assistance in raising
private equity. Equity settled share-based payments are measured at fair value
at the date of grant, or the date of the service provided. The fair value
determined at the grant date or service date of the equity settled share-based
payment is recognised as an expense, or recognised against share premium where
the service received relates to assistance in raising equity, with a
corresponding credit to the share-based payment reserve. The fair value
determined at the grant date of equity settled share-based payment is expensed
on a straight-line basis over the life of the vesting period, based on the
Company's estimate of shares that will eventually vest. Once an option or
warrant vests, no further adjustment is made to the aggregate expensed.
The fair value is measured by use of the Black Scholes model as the Directors
view this as providing the most reliable measure of valuation. The expected
life used in the model has been adjusted, based on management's best
estimates, for the effects of non-transferability, exercise restrictions and
behavioural considerations. The market price used in the model is the quoted
LSE closing price. The fair value calculated is inherently subjective and
uncertain due to the assumptions made and the limitation of the calculation
used.
t) Financial Risk Management Objectives and Policies
The Group does not enter into any forward exchange rate contracts.
The main financial risks arising from the Group's activities are market risk,
interest rate risk, foreign exchange risk, credit risk, liquidity risk and
capital risk management. Further details on the risk disclosures can be found
in Note 22.
u) Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements in conformity with International
Financial Reporting Standards requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the
process of applying the Group's accounting policies.
Estimates and judgements are continually evaluated, and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. The
Directors consider the significant accounting judgements, estimates and
assumptions used within the financial statements to be:
Impairment of intercompany loans
The Group and the Company assess at each reporting date whether there is any
objective evidence that loans to subsidiaries are impaired. To determine
whether there is objective evidence of impairment, a considerable amount of
estimation is required to determine future credit losses over the 12 month
period of life time of the loan.
Impairment of intangible assets and goodwill
As at 31 December 2024 the Group has £5,343,505 of intangible assets which
relate to £5,061,594 of in-progress research and development and £281,911 of
goodwill related to the expected tax benefits of the capitalised amounts. The
Group has assessed whether there are any indicators of impairment by
estimating the recoverable amount of each asset or cash-generating unit based
on probable future cashflows.
4. Investments in Subsidiaries
The parent company has investments in the following subsidiary undertakings
which are unlisted:
Incorporation Country of Registered Proportion of
Name date incorporation address Holding voting rights Principal activity
Oncogeni Ltd 29 May 2019 England 85 Great Portland Street, Ordinary 100% Biotechnology
First Floor, London, shares research
England, W1W 7LT company
Lyramid Pty 1 July 2016 Australia Suite 4, Ordinary 100% Biotechnology
Limited 246-250 Railway Parade, shares research
West Leederville, company
WA 6007, Australia
Tumorkine Pty 11 March 2022 Australia Suite 4, Ordinary 100% Dormant
Limited 246-250 Railway Parade, shares
West Leederville,
WA 6007, Australia
5. Directors' and Employees' Remuneration
The aggregate remuneration comprised:
Group Year ended 31 December Group Year ended 31 December Company Year ended 31 December Company Year ended 31 December
2024 2023 2024 2023
£ £ £ £
Wages and salaries 338,440 929,019 292,047 808,135
N.I and other Social Security Pension costs 25,031 98,363 25,031 98,363
Share-based payments 26,882 54,949 19,613 43,460
7,306 5,616 7,306 5,616
397,659 1,087,947 343,997 955,574
Remuneration of Key Management Personnel
Year ended 31 December Year ended 31 December
2024 2023
£ £
Salaries and short-term employee benefits 279,546 613,000
Long term benefits - -
Post-employment benefits 16,138 41,700
Share based payment charge 7,306 5,616
302,990 660,316
Key management personnel has been defined as the directors of Roquefort
Therapeutics plc only.
The total remuneration of the highest paid director was £143,883 (2023:
£305,800), including pension contributions of £10,675 (2023: £27,800).
Further information about the remuneration of individual directors is provided
in the Directors' Remuneration Report.
Average number of employees during the year (including Directors full time
equivalent)
Year ended 31 December Year ended 31 December
2024 2023
£ £
Continuing operations 6 10
At 31 December 2024 the Company had six (6) employees in total which were all
Directors.
Lyramid Pty Ltd has one (1) employee engaged in Research & Development.
Oncogeni Ltd has no employees.
6. Revenue
Year ended 31 December Year ended 31 December
2024 2023
£ £
Licence revenue - 200,000
There was no revenue generated in 2024. Revenue in 2023 was fully generated in
the UK and represents licencing revenue for exclusive worldwide use (excluding
Japan) for certain Midkine antibodies in the field of medical diagnostics.
Future revenue is subject to the reaching of certain commercial milestones
with the initial £200,000 representing the initial non-refundable deposit.
The Company expects the next milestone to be achieved in Q4 of 2025. The total
revenue was generated from one customer.
7. Other Comprehensive Income
Items credited/(charged) to the other comprehensive income line of the
statement of comprehensive income relate to the impact of foreign exchange
movements on cash and cash equivalents balances. The corresponding movement is
offset against the currency translation reserve in the statement of financial
position:
Year ended 31 December Year ended 31 December
2024 2023
£ £
Opening Balance 12,680 (14,365)
Foreign exchange impact 57,251 27,045
Closing Balance 69,931 12,680
8. Operating Loss
The following items have been charged to the statement of comprehensive income
in arriving at the Group's operating loss from continuing operations:
Year ended 31 December Year ended 31 December
2024 2023
£ £
Directors' and employee costs Legal fees 390,353 856,333
Consulting and professional fees 45,055 28,182
Other expenditure 116,740 217,876
379,494 396,802
Administrative expenses 931,642 1,499,193
Share based payments to directors and senior management Research and 10,958 10,402
development expenditure
152,915 620,159
Total operating expenditure 1,095,515 2,129,754
( )
During the year the Group obtained the following services from its auditor:
Year ended 31 December Year ended 31 December
2024 2023
£ £
Audit Services
Statutory audit - Group and Company Non-audit services 57,750 65,000
- -
57,750 65,000
The Group incurred £52,793 of finance charges during the year ended 31
December 2024 (2023: £nil).
9. Taxation
Year ended 31 December Year ended 31 December
2024 2023
£ £
Current tax - -
Deferred tax - -
Australian R&D rebate(1) 119,073 151,359
UK R&D rebate 123,693 36,334
Income tax credit 242,766 187,693
(1) R&D tax rebate receivable represents refundable tax offsets, in cash,
from the Australian Taxation Office ("ATO") in relation to expenditure
incurred in the prior year for eligible research and development activities
Income tax can be reconciled to the loss in the statement of comprehensive
income as follows:
Year ended 31 December Year ended 31 December
2024 2023
£ £
Loss (1,214,569) (1,932,233)
R&D tax rebate (242,766) (151,359)
(1,457,335) (2,083,592)
Tax at the corporation rate of 25% 364,334 520,898
Effect of overseas tax rates - -
Expenditure disallowable for taxation (26,167) (65,298)
Share based payment temporary difference on which
no deferred tax asset has been recognised (5,366) (2,601)
Remeasurement of deferred tax for changes in tax rates - 5,678
Tax losses on which no deferred tax asset has been recognised (332,801) (458,677)
Total tax (charge)/credit - -
UK - -
Overseas - -
Total tax (charge)/credit) - -
The Group has accumulated tax losses of approximately £3,812,827 (2023:
£3,301,716) that are available, under current legislation, to be carried
forward indefinitely against future profits.
The tax losses can be broken down to the following:
Year ended 31 December Year ended 31 December
2024 2023
£ £
Australia (484,621) (350,039)
United Kingdom (3,328,206) (2,951,677)
Carried forward tax losses (3,812,827) (3,301,716)
A deferred tax asset has not been recognised in respect of these losses due to
the uncertainty of future profits. The amount of the deferred tax asset not
recognised is approximately £1,087,886 (2023: £837,982).
Year ended Year ended
31 December 2024
£
UK AU
31 December 2023
£
UK AU
Opening balance (728,319) (87,510) (372,176) (31,285)
Tax effect of temporary differences:
Accumulated losses (268,694) (33,645) (392,477) (56,225)
Deductible temporary differences 30,282 - 36,334 -
Deferred tax (asset) not recognised (966,731) (121,155) (728,319) (87,510)
The Company calculated the UK deferred tax balances at 25% and the Australian
deferred tax balances at the current small company tax rate of 25%, which is
expected to continue in future periods.
10. Earnings Per Share
Year ended 31 December Year ended 31 December
2024 2023
£ £
Loss attributable to equity shareholders (971,803) (1,744,540)
Weighted average number of ordinary shares 130,034,227 129,149,998
Loss per share in pence
Basic (0.75) (1.35)
Diluted (0.75) (1.35)
There is no difference between the diluted loss per share and the basic loss
per share presented. Share options and warrants could potentially dilute basic
earnings per share in the future but were not included in the calculation of
diluted earnings per share as they are anti-dilutive for the year presented.
As at the end of the financial period there were 25,620,300 (2023: 23,875,000)
warrants in issue.
11. Intangible Assets
In-progress R&D Goodwill Total
£ £ £
Cost
At 1 January 2024 5,061,594 281,911 5,343,505
Acquired through asset acquisition - - -
At 31 December 2024 5,061,594 281,911 5,343,505
Amortisation
At 1 January 2024 - - -
Amortisation - - -
Impairment Charge - - -
At 31 December 2024 - - -
Carrying value
At 31 December 2024 5,061,594 281,911 5,343,505
In-progress R&D Goodwill Total
£ £ £
Cost
At 1 January 2023 1,199,619 281,911 1,481,530
Acquired through asset acquisition 3,861,975 - 3,861,975
At 31 December 2023 5,061,594 281,911 5,343,505
Amortisation - - -
At 1 January 2023
Amortisation - - -
Impairment Charge - - -
At 31 December 2023 - - -
Carrying value
At 31 December 2023 5,061,594 281,911 5,343,505
The Directors have concluded that there has been no impairment of the goodwill
associated with the acquisition of Lyramid Pty Ltd at 31 December 2024. The
Goodwill represents the offsetting balance to the deferred tax liability for
the acquisition of Lyramid Pty Ltd.
At 31 December 2024, the Group performed its annual impairment test in
relation to intangible assets not yet available for use and identified no
indicators of impairment in line with IAS 36 Impairment of Assets, as all
acquired in-progress R&D programs are in active development and
progressing as planned. At the test date, it was determined that due to the
ongoing pre-clinical research and development in-progress R&D acquired,
there was too much uncertainty to estimate a value-in-use, based on discounted
future cash flows from the assets. The Group estimated fair value less costs
to sell, by referring to market transactions for pre-clinical and clinical
oncology drug candidates. Due to the nature of oncology drug development, the
fair value is not considered to be particularly sensitive to any one
underlying valuation assumption other than the ultimate outcome of drug
development and commercialisation, which is binary.
Accordingly, the Group has concluded that the estimated recoverable amount of
the assets did exceed the carrying amount and therefore no impairment was
identified.
12. Investments
Shares in subsidiary
Investment Investment in
in Lyramid Pty Ltd Oncogeni Ltd undertakings
Company £ £ £
Cost at 1 January 2024 1,015,695 3,859,079 4,874,774
Additions - - -
Cost at 31 December 2024 1,015,695 3,859,079 4,874,774
Impairment
At 1 January 2024 - - -
Charge for the period - - -
At 31 December 2024 - - -
Net book value at 31 December 2024 1,015,695 3,859,079 4,874,774
Shares in subsidiary undertakings
Investment in Lyramid Pty Ltd Investment in Oncogeni Ltd £
£ £
Company
Cost at 1 January 2023 1,015,695 - 1,015,695
Additions - 3,859,079 3,859,079
Cost at 31 December 2023 1,015,695 3,859,079 4,874,774
Impairment
At 1 January 2023 - - -
Charge for the period - - -
At 31 December 2023 - - -
Net book value at 31 December 2023 1,015,695 3,859,079 4,874,774
The Directors have concluded that there has been no impairment to the
investment in Oncogeni Ltd or Lyramid Pty Ltd at 31 December 2024.
Impairment review disclosures required by IAS36 are included in note 11 to the
financial statements.
13. Property, Plant & Equipment
Group and Company Equipment Total
Cost
As at 1 January 2023 - -
Additions - -
Disposals - -
As at 31 December 2023 - -
Additions 54,042 54,042
Disposals - -
As at 31 December 2024 54,042 54,042
Accumulated depreciation
- -
As at 1 January 2023
Charge for the period - -
Disposals - -
As at 31 December 2023 - -
Charge for the period (3,890) (3,890)
Disposals - -
As at 31 December 2024 (3,890) (3,890)
Net book value
As at 31 December 2023 - -
As at 31 December 2024 50,152 50,152
As at 31 December 2024 the Group did not have any right to use assets.
14. Trade and Other Receivables
Group 31 December Group 31 December Company 31 December Company 31 December
2024 2023 2024 2023
£ £ £ £
Other receivables 14,188 105,242 7,360 95,054
Prepayments and accrued income 11,192 52,347 8,539 29,934
25,380 157,589 15,899 124,988
There are no material differences between the fair value of trade and other
receivables and their carrying value at the year end.
No receivables were past due or impaired at the year end.
15. Cash and Cash Equivalents
Group 31 December Group 31 December Company 31 December Company 31 December
2024 2023 2024 2023
£ £ £ £
Cash at bank and in hand 337,112 537,322 326,670 301,674
The Directors consider the carrying amount of cash and cash equivalents
approximates to their fair value.
16. Trade and Other Payables
Group 31 December Group 31 December Company 31 December Company 31 December
2024 2023 2024 2023
£ £ £ £
Trade creditors 23,033 144,841 18,026 82,058
Accruals and other creditors 156,690 162,273 111,368 100,854
179,723 307,114 129,394 182,912
The fair value of trade and other payables approximates their current book
values.
17. Borrowings
Group 31 December Group 31 December Company 31 December Company 31 December
2024 2023 2024 2023
£ £ £ £
Convertible loan note 400,092 - 400,092 -
400,092 - 400,092 -
The Convertible Loan Note (CLN) issued by Roquefort Therapeutics plc involves
a principal amount of £655,000 (£584,915 after issue discount and fees) with
a fixed interest rate of 12.5% per annum repayable in May 2025. £44,857 of
interest was recorded through the profit and loss in the current year as well
as a £52,793 finance charge. The notes are to be redeemed after one year
unless converted into ordinary shares at a specified conversion price upon a
conversion event. The CLN is unsecured and ranks equally with other unsecured
obligations. On 7 November 2024 £267,106 convertible loan notes were
converted resulting in the issue of 6,586,604 new ordinary shares in the
Company.
18. Deferred Tax Liabilities
Group Company
£ £
At 1 January 2023 281,911 -
Released in year - -
Additions - -
At 31 December 2023 281,911 -
At 1 January 2024 281,911 -
Additions - -
At 31 December 2024 281,911 -
Deferred tax liability is the expected tax implication from the amortisation
of the intangible asset acquired as part of the Lyramid Pty Ltd transaction.
19. Share Capital
Issued and fully paid
Ordinary Shares Share Capital Share Premium
No. £ £ Total
Group and Company £
As at 31 December 2023 129,149,998 1,291,500 4,403,094 5,694,594
Issue of ordinary shares(1) 6,586,604 65,866 216,699 282,565
As at 31 December 2024 135,736,602 1,357,366 4,619,793 5,977,159
(1) Issue of 6,586,604 ordinary shares for the partial conversion of a
convertible loan note in the Company
20. Share Based Payment Reserve
The share-based payments reserve is used to recognise the value of
equity-settled share-based payments provided to employees, including key
management personnel and external parties as part of their remuneration.
2024 2023
Group and Company £ £
Opening balance 385,537 375,135
NED and Advisor warrants issued(1) 10,958 10,402
CLN Broker warrants(2) 10,505 -
At 31 December 407,000 385,537
(1) On 26 June 2022, Ms Jean Duvall, Dr Simon Sinclair and Professor Trevor
Jones were awarded 300,000 NED and Advisor warrants each. These warrants
entitle the warrant holder to subscribe for one ordinary share at £0.15 per
ordinary share. 50% Warrants are exercisable one year after grant date with
the remaining balance exercisable two years after grant date (April 2024). The
expense in 2024 represents the warrants that have vested in the current year.
(2) On 23 May 2024 497,800 warrants were issued to various brokers as a fee
for the Convertible loan Note issued by the Company. The warrants have an
exercise price of 7.5p and expire 5 years from grant date.
The fair value of the services received in return for the warrants granted are
measured by reference to the fair value of the warrants granted. The estimate
of the fair value of the warrants granted is measured based on the
Black-Scholes valuations model. Measurement inputs and assumptions are as
follows:
Number of Share Exercise Expected Expected Risk free Expected
Warrant warrants Price Price volatility life rate dividends
Director 750,000 £0.05 £0.05 50.00% 5 0.15% 0.00%
Director 750,000 £0.05 £0.10 50.00% 5 0.15% 0.00%
Senior Mgt 4,500,000 £0.10 £0.15 50.00% 5 0.15% 0.00%
NED and Advisor 900,000 £0.08 £0.15 50.00% 5 0.15% 0.00%
CLN Broker warrants 497,800 £0.06 £0.075 50.00% 5 3.63% 0.00%
TOTAL 7,397,800
Exercise
Warrants Number of Warrants Price Expiry date
As at 1 January 2022 34,475,000 £0.105
Issued on 28 April 2022 900,000 £0.15 28 April 2027
At 31 December 2022 35,375,000 £0.106
Expired during the year (11,500,00) £0.102 21 March 2023
As at 31 December 2023 23,875,000 £0.109
Expired during the year (4,975,000) £0.095
Granted during the year 6,720,300 £0.075 22 May 2027
As at 31 December 2024 25,620,300 £0.103
The weighted average time to expiry of the warrants as at 31 December 2024
4.32 years (2023: 3.99 years). Of the total number of warrants outstanding
at 31 December 2024, 25,620,300 (2023: 23,425,000) had vested and were
exercisable.
The expected volatility was calculated using the Exponentially Weighted Moving
Average Mode. Due to limited trading history comparable listed peer company
information was used.
21. Merger Relief Reserve
Under Companies Act Section 612, Merger relief reserve applies when a company
has secured at least a 90% equity holding in another company in return for an
allotment of equity shares in the issuing company. It requires that section
610 does not apply to the premium on those shares (i.e. no share premium
recognised) and instead a Merger relief reserve is recognised.
Group and Company £
At 31 December 2023 3,700,000
Movement during the year -
At 31 December 2024 3,700,000
22. Financial Instruments and Risk Management
Capital Risk Management
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders. The overall
strategy of the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity
holders of the Group, comprising issued share capital, reserves and retained
earnings as disclosed in the Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the
most significant of which are interest, credit, foreign exchange, commodity
and liquidity risks. The management of these risks is vested to the Board of
Directors.
The sensitivity has been prepared assuming the liability outstanding was
outstanding for the whole period. In all cases presented, a negative number in
profit and loss represents an increase in finance expense / decrease in
interest income.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group's receivables from
customers. Indicators that there is no reasonable expectation of recovery
include, amongst others, failure to make contractual payments for a period of
greater than 120 days past due.
The carrying amount of financial assets represents the maximum credit
exposure.
The principal financial assets of the Group are bank balances. The Group
deposits surplus liquid funds with counterparty banks that have high credit
ratings, and the Directors consider the credit risk to be minimal.
The Group's maximum exposure to credit by class of individual financial
instrument is shown in the table below:
Carrying value at Maximum exposure at 31 December
31 December 2024
2024 £
£
Trade receivables - -
Other receivables 14,188 14,188
Cash and cash equivalents 337,112 337,112
351,300 351,300
Carrying value at Maximum exposure at 31 December
31 December
2023 2023
£ £
Trade receivables - -
Other receivables 105,242 105,242
Cash and cash equivalents 537,322 537,322
642,564 642,564
Currency Risk
The Group operates in a global market with income and costs possibly arising
in a number of currencies and is exposed to foreign currency risk arising from
commercial transactions, translation of assets and liabilities and net
investment in foreign subsidiaries. Exposure to commercial transactions arise
from sales or purchases by operating companies in currencies other than the
Group's functional currency. Currency exposures are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through
their foreign currency denominated cash balances and a portion of the Group's
costs being incurred in Australian Dollars. Accordingly, movements in the
Sterling exchange rate against these currencies could have a detrimental
effect on the Group's results and financial condition.
Currency risk is managed by maintaining some cash deposits in currencies other
than Sterling.
The table below shows the currency profiles of cash and cash equivalents:
At At
31 December 2024 31 December 2023
£ £
Sterling 325,943 501,373
Australian Dollars 10,028 34,825
US Dollars 1,141 1,124
337,112 537,322
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow
budgets and forecasts to ensure that sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably. The Group
deems there is sufficient liquidity for the foreseeable future.
The principal current asset of the business is cash and cash equivalents and
is therefore the principal financial instrument employed by the Group to meet
its liquidity requirements. The Board ensures that the business maintains
surplus cash reserves to minimise any liquidity risk.
The financial liabilities of the Group and Company, predominantly trade and
other payables, are mostly due within 3 months (2023: 3 months) of the
Consolidated Statement of Financial Position date; therefore, the undiscounted
amount payable is the same as their carrying value. Further analysis of
commitments is provided in note 24. All other non-current liabilities are due
between 1 to 5 years after the period end. The Group does not have any
borrowings or payables on demand which would increase the risk of the Group
not holding sufficient reserves for repayment.
The Group had cash and cash equivalents at period end as below:
At 31 December At 31 December
2024 2023
£ £
Cash and cash equivalents 337,112 537,322
337,112 537,322
Interest Rate Risk
The Group is exposed to interest rate risk whereby the risk can be a reduction
of interest received on cash surpluses held and an increase in interest on
borrowings the Group may have. The maximum exposure to interest rate risk at
the reporting date by class of financial asset was:
At 31 December At 31 December
2024 2023
£ £
Bank balances 337,112 537,322
337,112 537,322
The Group does not currently earn interest on its cash deposits.
23. Financial Assets and Financial Liabilities
Group Financial Assets Financial Liabilities
At amortised At amortised
Cost Cost
31 December 2024 Financial assets/liabilities £ £ Total
£
Trade and other receivables 14,188 - 14,188
Cash and cash equivalents 337,112 - 337,112
Trade and other payables - (23,033) (23,033)
Borrowings - (400,092) (400,092)
351,300 (423,125) (71,825)
Group Financial Financial
Assets Liabilities
At amortised At amortised
31 December 2023 Cost Cost Total
Financial assets/liabilities £ £ £
Trade and other receivables 70,243 - 70,243
Cash and cash equivalents 537,322 - 537,322
Trade and other payables - (307,114) (307,114)
607,565 (307,114) 300,451
Company Financial Assets Financial Liabilities
At amortised At amortised
Cost Cost
31 December 2024 Financial assets/liabilities £ £ Total
£
Trade and other receivables 7,360 - 7,360
Intercompany receivables 615,409 - 615,409
Cash and cash equivalents 326,670 - 326,670
Trade and other payables - (18,026) (18,026)
Borrowings - (400,092) (400,092)
949,439 (418,118) 531,321
Company Financial Financial
Assets Liabilities
At amortised At amortised
31 December 2023 Cost Cost Total
Financial assets/liabilities £ £ £
Trade and other receivables 95,054 - 95,054
Intercompany receivables 812,951 - 812,951
Cash and cash equivalents 301,674 - 301,674
Trade and other payables - (182,912) (182,912)
1,209,679 (182,912) 1,026,767
24. Commitments
At 31 December At 31 December
2024 2023
£ £
Committed at the reporting date but not recognised as liabilities, payable:
Research & Development - 20,619
- 20,619
25. Contingent Liabilities
The purchase agreement for Lyramid Pty Ltd in December 2021 included an
additional contingent deferred consideration to the Seller to be satisfied in
the form of Ordinary Shares as follows:
(a) if prior to fifth anniversary of Admission (on 21 December 2021), the
Company's market capitalisation exceeds £25,000,000 for a period of 5 or more
consecutive trading days the Company shall issue to the Seller (or its
nominee) 5,000,000 Ordinary Shares; and
(b) if prior to fifth anniversary of Admission (on 21 December 2021) the
Company's market capitalisation exceeds £50,000,000 for a period of 5 or more
consecutive trading days the Company shall issue to the Seller (or its
nominee) a further 5,000,000 Ordinary Share. The fair value of contingent
deferred consideration was estimated to be nil at acquisition, at 31 December
2024 and at 31 December 2023.
As there is inherent uncertainty as to when, and if, the milestone will be
achieved the Group has disclosed the amount as a contingent liability as at
year end.
There were no other contingent liabilities at 31 December 2024 or 31 December
2023.
26. Related Party Transactions
In 2024 £30,093 and £11,975 was paid to Tareginald LLP and ROQ Corporate
Ltd, companies controlled by CEO Ajan Reginald and Chairman Stephen West
respectively for consulting work (2023: £nil).
As at 31 December 2024, the Company owed related parties £nil (2023: £nil).
27. Post reporting date events
Sale of Lyramid Pty Ltd
On 3 February 2025, Roquefort Therapeutics plc signed a binding share purchase
agreement for the sale of its wholly owned subsidiary, Lyramid Pty Ltd, to
Pleiades Pharma Ltd for a total consideration of US$10.8 million. The
consideration consists of equity in Pleiades, along with potential upfront
cash payments upon completion of the transaction. The transaction is subject
to certain closing conditions, including Pleiades completing a fundraising
round by 30 June 2025. Lyramid holds the Group's Midkine patents, and the sale
is expected to provide Roquefort Therapeutics with a material equity stake in
a well-funded clinical-stage biotech company.
Proposed Sale of Oncogeni Ltd
On 10 March 2025, Roquefort Therapeutics plc signed a non-binding term sheet
for the proposed sale of its wholly owned subsidiary Oncogeni Ltd, to The
Nation Trust Holding LLC. The agreed consideration for the transaction is up
to US$12 million, which will be payable through a combination of upfront and
milestone payments. The transaction is subject to finalisation of a binding
share purchase agreement. Oncogeni holds exclusive rights to the Mesodermal
Killer cell (MK) and STAT-6 siRNA patents.
Fundraise
On 14 March 2025 the Company raised £236,000 by way of a private placing of
15,733,333 new ordinary shares in the capital of the Company at a price of
1.5p per share, being a discount of 6.25% to the closing price of 1.6p on 13
March 2025. In addition, the Company received a notice to convert a total
face value of £50,000 convertible loan notes resulting in the issue of
3,507,548 new ordinary shares in the Company.
Board Changes
On 17 March 2025 Ajan Reginald and Prof. Sir Martin Evans resigned as CEO, and
Non-Executive Director respectively. Dr Darrin M Disley OBE was appointed
Interim Managing Director on the same date.
28. Ultimate controlling party
As at 31 December 2024, there was no ultimate controlling party of the
Company.
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. END FR ILMLTMTATBRARecent news on Roquefort Therapeutics
See all newsREG - Roquefort Theraptcs. - Annual Report & Financial Statements - 31 Dec 2024
AnnouncementREG - Official List - Official List Notice
AnnouncementREG - Stock Exch Notice - Admission to Trading - 24/03/2025
AnnouncementREG - Roquefort Theraptcs. - Private Placing and Conversion of CLNs
AnnouncementREG - Roquefort Theraptcs. - Board Changes
Announcement