REG - Roquefort Theraptcs. - Interim Results to 30 June 2025
30/09/2025 07:00
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RNS Number : 2608B Roquefort Therapeutics PLC 30 September 2025
30 September 2025
Roquefort Therapeutics plc
("Roquefort Therapeutics" or the "Company")
Interim Results to 30 June 2025
Roquefort Therapeutics (LSE:ROQ), the Main Market listed biotech company
announces its interim results for the six-month period ended 30 June 2025 (the
"period" or "H1").
Highlights
· The Company announced its intention to pivot away from its
existing focus on pre-clinical assets to more mature clinical stage assets
· Signed binding share purchase agreement with Pleiades Pharma
Limited ("Pleiades Pharma") for the proposed sale of Lyramid Pty Ltd
("Lyramid") for a consideration of $10.8 million
o Long stop date of the transaction to complete is 31 October 2025
· Signed term sheet with The Nation Trust Holding LLC ("Nation
Trust") for the sale of Oncogeni Ltd ("Oncogeni") for a consideration cash
amount of up to US$12 million consisting of upfront and milestone payments
· Raised £236,000 by way of a private placement with the proceeds
being for general working capital purposes as the Company continued to work
towards completion of the Lyramid and Oncogeni transactions
· Ajan Reginald resigned as CEO, Prof. Sir Martin Evans resigned as
Non-Executive Director and Dr Darrin M Disley OBE, a Non-Executive Director,
was appointed Interim Managing Director in March 2025
· Cash at period end of £182,923 and a net loss of £467,167 for
the 6 months to 30 June 2025
Post Period End Highlights
· In line with the Company's new strategy of focusing on more
mature clinical stage assets, the Company announced the proposed acquisition
(the "Transaction") of Coiled Therapeutics, Inc. ("Coiled USA"), a clinical
stage oncology company, currently in a Phase I trial for its AO-252 therapy in
the USA (trials ID: NCT06136884) in advanced solid tumours and is showing
encouraging efficacy, responses, and clinical benefit with a benign safety
profile
o Term sheet is binding with exclusivity until 31 January 2026 and may only
be cancelled early upon payment of a termination fee of US$1 million
o Upon completion of the Transaction it is proposed that the name of the
Company be changed to Coiled Therapeutics plc
· Coiled USA has expressed interest in advancing the STAT-6 program
into clinical trials, and accordingly the Company has terminated discussions
with Nation Trust for the sale of Oncogeni
· As previously announced the Company intends to transfer ownership
of its wholly owned subsidiary Lyramid to the Company's underlying
shareholders so the Company's existing shareholders benefit from the Pleiades
Pharma sale
· The Company has the option to carve out the MK Cell therapy prior
to completion of the Transaction
Outlook
· The principal focus of the Company is to deliver on the new
strategy of targeting clinical stage assets by completing the proposed
acquisition of Coiled USA
· The primary focus of the enlarged entity (to be renamed Coiled
Therapeutics plc) will be on advancing clinical trials for the AO-252 therapy:
o Early Phase I data on AO-252 is very encouraging, and we believe it could
be a promising alternative for helping patients with a variety of cancers
o Plan to start dose expansion studies in Q4 2025 and enrol a sufficient
number of patients in 2026 to plan for Phase III registrational trials
· In addition, the Company plans to advance STAT-6 through IND and
prepare for clinical trials
Regulatory Information
This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").
Commenting on the Interim Results, Roquefort Therapeutics Chairman, Stephen
West said:
"During the period Roquefort Therapeutics announced a new strategic direction
to refocus from pre-clinical assets towards clinical stage assets with a
clearer path towards value creation and we are pleased to have identified
Coiled Therapeutics from A2A Pharmaceuticals as our transformational
acquisition. Our focus for the remainder of the year is to complete the
proposed acquisition of Coiled Therapeutics, which will potentially set the
Company up with two clinical stage assets: AO-252 an STAT-6. We will keep
shareholders updated as to its progress and I would like to thank them for
their ongoing support."
Enquiries:
Roquefort Therapeutics plc +44 (0)20 3918 8633
Stephen West (Chairman) / Dr 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 Statement
I am pleased to present the interim financial statements to shareholders for
the six months ended 30 June 2025. This was a busy period for Roquefort
Therapeutics as the Company sought to extract value from its pre-clinical
portfolio and pivot its focus to more mature clinical stage assets.
We started the period by announcing the proposed sale of Lyramid to Pleiades
Pharma. In February the Company signed a binding share purchase agreement
for the sale of Lyramid to Pleiades Pharma for a consideration amount of
US$10.8 million. The consideration amount includes the potential of an
upfront cash payment and equity in Pleiades Pharma and is contingent on
Pleiades Pharma completing a fundraising round. The long stop date for
the sale of Lyramid to complete is 31 October 2025. In addition, in March
2025, we announced the signing of a term sheet for the proposed sale of our
wholly owned subsidiary Oncogeni Ltd ("Oncogeni") to The Nation Trust Holding
LLC ("Nation Trust") for a consideration cash amount of up to US$12 million.
The cash consideration of $12 million consisted of upfront and milestone
payments.
The Company also announced in March 2025, changes to the leadership and Board
with Ajan Reginald resigning as CEO and Director of the Company and Prof. Sir
Martin Evans resigning as Non-Executive Director. We appointed seasoned life
sciences entrepreneur, Dr Darrin M Disley OBE a Non-Executive Director, as
Interim Managing Director to help take the business forward.
The Company continues to operate at a reduced cost base and, in order to
improve general working capital, raised £236,000 by way of a private placing
of 15,733,333 new ordinary shares in the capital of the Company in March
2025.
Post Period End
In August the Company announced a new long stop date of 31 October 2025 in
order to enable the Lyramid sale to Pleiades Pharma to complete. Given this
development a new equity holding company was incorporated (Midkine Investments
Ltd) to hold the Pleiades Pharma consideration shares. It is the intention of
the Company to effectively carve out the Pleiades Pharma consideration shares
for the benefit of existing Roquefort Therapeutics shareholders and
convertible noteholders.
Proposed Coiled Therapeutics Acquisition
On 8 September 2025 Roquefort Therapeutics announced it had entered into heads
of terms ("Term Sheet") for the proposed acquisition of Coiled Therapeutics,
Inc. ("Coiled USA") which is a clinical stage oncology company via a reverse
takeover. The Company believes this is a fantastic opportunity to pivot
Roquefort Therapeutics from being a pre-clinical company into a clinical stage
company creating a clear path to value inflection. Coiled USA is a spin-out
of A2A Pharmaceuticals, Inc. ("A2A Pharmaceuticals"). A2A Pharmaceuticals uses
proprietary computational systems, including generative AI with its SCULPT™
platform to accelerate the development of novel drug alternatives. Coiled
USA, through A2A Pharmaceuticals, holds the exclusive worldwide rights to
AO-252, a novel, brain-penetrant small molecule inhibitor designed to disrupt
TACC3 protein-protein interactions.
In preclinical studies, AO-252 demonstrated complete tumour regression as a
standalone treatment in models of ovarian, triple-negative breast,
endometrial, gastric, and prostate cancers and proved effective against
cancers that had spread to the brain. AO-252 has now entered Phase I human
trials in the USA and early results are encouraging, with the drug showing a
strong safety profile and delivering clinical benefits for patients even at
low doses. Coiled USA is actively enrolling patients for the trial, which is
being expanded to include all solid tumours. Based on its unique biomarker,
AO-252 has the potential to become a new treatment for as many as 350,000
cancer patients annually in the US and EU.
Additionally, A2A Pharmaceuticals and Coiled USA have confirmed interest in
the Company's STAT-6 program and will aim to progress the program through IND
into Phase I clinical trials. Given the interest in taking the STAT-6 program
into clinical trials, discussions with Nation Trust for the sale of Oncogeni
have ceased. As detailed above, Roquefort Therapeutics intends to transfer
ownership of its wholly owned subsidiary Lyramid from Roquefort Therapeutics
to the Company's underlying shareholders, via its new subsidiary Midkine
Investments Ltd, so that the Company's existing shareholders will benefit from
the proposed sale of Pleiades Pharma. Roquefort Therapeutics will also have
the option to carve out the MK Cell therapy prior to completion of the
Transaction. As part of the Transaction, A2A Pharmaceuticals and its
investors are committed to providing the majority of the funding requirement
of the enlarged company over the next two years with an investment of £6
million. Furthermore, the Company is excited by the strategic partnership
with A2A Pharmaceuticals and will look to leverage its machine learning
capabilities to help drive superior clinical outcomes and potentially produce
novel candidates to enhance the pipeline.
The acquisition of Coiled USA is for an upfront consideration of £30 million,
payable in shares. Upon completion, the Company will be renamed Coiled
Therapeutics plc and will seek admission to the AIM Market of the London Stock
Exchange, cancelling its current listing on the London Stock Exchange's Main
Market. The transaction is subject to satisfactory due diligence and
re-admission, with the Term Sheet remaining exclusive until 31 January 2026
and may only be cancelled early upon payment of a US$1 million termination
fee. Shareholders should be aware that the transaction is not guaranteed to
proceed, and its terms may change pending the outcome of due diligence.
Further updates will be provided in due course.
The Directors of Roquefort Therapeutics believe this to be a value-enhancing
transaction for shareholders which will pivot the Company into a
clinical-stage biotech which aligns with our strategy to advance from
pre-clinical to more developed assets.
Outlook
The principal focus of the Company is to realise our new strategy which is to
target clinical stage assets by completing the proposed acquisition of Coiled
USA. We believe it is an excellent opportunity to pivot Roquefort
Therapeutics into a clinical stage company which has a clearer runway to value
inflection milestones. The early Phase I data on AO-252 is very encouraging,
and we believe it could be a promising alternative for helping patients with a
variety of cancers. Additionally, we are encouraged by the interest A2A
Pharmaceuticals has shown in our STAT-6 program. Should the transaction
complete, the Company could have two programs in human clinical trials, which
represents considerable strategic progress. The Board views the future with
optimism and would like to thank Roquefort Therapeutics shareholders for their
continued support during the period.
Financial Review
For the 6 months to 30 June 2025, the Group reported a net loss of £467,167,
mostly relating to administrative expenses. The Group maintained a sufficient
balance sheet position at 30 June 2025 most notably holding cash at period end
of £182,923.
Directors
The following directors have held office during the period to 30 June 2025:
Stephen West
Dr Darrin Disley
Ms Jean Duvall
Dr Simon Sinclair
Trevor Ajanthan (Ajan) Reginald (resigned 17 March 2025)
Prof. Sir Martin Evans (resigned 17 March 2025)
Corporate Governance
The UK Corporate Governance Code 2024 ("the Code"), as appended to the Listing
Rules, sets out the Principles of Good Corporate Governance and Code
Provisions which are applicable to listed companies incorporated in the United
Kingdom. As a standard listed company, the Company is not subject to the Code;
however, the Board acknowledges the importance of high standards of corporate
governance and endeavours, given the Company's size and the constitution of
the Board, to comply with the principles set out in the QCA Corporate
Governance Code. The QCA Code sets out a standard of minimum best practice for
small and mid-size quoted companies.
Responsibility Statement
The Directors are responsible for preparing the Unaudited Interim Condensed
Financial Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ("DTR") and with
International Accounting Standard 34 on Interim Reporting ("IAS 34"). The
Directors confirm that, to the best of their knowledge, this condensed interim
report has been prepared in accordance with IAS 34 as adopted by the European
Union. The interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
• an indication of important events that have occurred during the
six months ended 30 June 2025 and their impact on the condensed financial
statements for the period, and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and
• related party transactions that have taken place in the six
months ended 30 June 2025 and that have materially affected the financial
position of the performance of the business during that period.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2025
Unaudited Unaudited
6 Month Period ended 30 June 2025 6 Month Period ended 30 June 2024
Notes £ £
Revenue - -
Cost of goods - (16,000)
Gross profit - (16,000)
Administrative expenses (347,750) (541,171)
Research and development (142,956) (118,319)
Depreciation (2,702) (2,702)
Operating loss (493,408) (678,192)
Interest receivable - 193
Interest payable (22,160) (13,645)
Finance expense 8 (16,466) (11,137)
Loss before taxation (532,034) (702,781)
Income tax 41,887 123,282
Total loss for the period attributable to equity holders of the Company (490,147) (579,499)
Other comprehensive (loss)/ income 22,980 (12,196)
Total comprehensive loss attributable to equity holders of the Company (467,167) (591,695)
Basic and diluted earnings per ordinary share (pence) 6 (0.33) (0.45)
The notes form an integral part of the Unaudited Condensed Interim Financial
Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Unaudited Unaudited Audited
Notes As at As at As at
30 June 30 June 31 December
2025 2024 2024
£ £ £
Assets
Non-current assets
Property, Plant & Equipment 42,046 47,450 44,748
Intangible assets 3,861,976 5,343,505 5,343,505
Total non-current assets 3,904,022 5,390,955 5,388,253
Current assets
Trade and other receivables 31,203 87,361 25,380
Cash and cash equivalents 182,923 595,662 337,112
Assets held for sale 7 1,543,893 - -
Total current assets 1,758,019 683,023 362,492
Total assets 5,662,041 6,073,978 5,750,745
Equity and liabilities
Equity attributable to shareholders
Share capital 9 1,574,440 1,291,500 1,357,366
Share premium 9 4,733,788 4,403,094 4,619,793
Share based payments reserve 10 407,000 407,000 407,000
Merger relief reserve 3,700,000 3,700,000 3,700,000
Retained deficit (5,755,219) (4,872,767) (5,265,071)
Currency translation reserve 92,911 484 69,931
Total equity 4,752,920 4,929,312 4,889,019
Liabilities
Non-Current liabilities
Deferred tax liabilities 281,911 281,911 281,911
Current liabilities
Trade and other payables 133,687 253,058 179,723
Borrowings 8 383,650 609,697 400,092
Liabilities held for sale 7 109,873 - -
Total liabilities 909,121 1,144,666 861,726
Total equity and liabilities 5,662,041 6,073,978 5,750,745
The notes form an integral part of the Unaudited Condensed Interim Financial
Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOW
AS AT 30 JUNE 2025
Unaudited Unaudited Audited
6 Month Period ended 30 June 2025 6 Month Period ended 30 June 2024 Year ended 31 December 2024
£ £ £
Cash flow from operating activities
Loss before income tax (532,034) (702,781) (1,214,569)
Adjustments for:
Share based payment - 21,463 21,463
Foreign exchange 20,873 (9,957) 54,556
Finance charge 16,466 11,137 52,793
Interest income - (193) -
Interest expense 22,160 13,645 44,587
Taxation 41,877 123,282 242,766
Depreciation 2,702 2,702 5,404
Changes in working capital:
Decrease/(increase) in receivables (11,799) 70,228 130,412
Increase/(decrease) in payables 110,203 (54,056) (121,143)
Net cash used in operating activities (329,552) (524,530) (783,731)
Cash flow from investing activities
Interest received - 193 -
Assets held for sale (56,865) - -
Net cash used in investing activities (56,865) 193 -
Cashflows from financing activities
Proceeds from convertible note - 584,915 584,915
Proceeds from share issue 236,000 - -
Net cash from financing activities 236,000 584,915 584,915
Net increase/(decrease) in cash and cash equivalents (150,417) 60,578 (198,816)
Cash and cash equivalents at beginning of the period 337,112 537,322 537,322
Foreign exchange impact on cash (3,772) (2,238) (1,394)
Cash and cash equivalents at end of the period 182,923 595,662 337,112
The notes form an integral part of the Unaudited Condensed Interim Financial
Statement
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2025
Ordinary Share Premium Share Merger Translation Reserve
Relief Reserve
Share capital Based Payment Reserve Retained earnings Total equity
£ £ £ £ £ £ £
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
Loss for the period - - - - (490,147) - (490,147)
Exchange differences - - - - 22,980 22,980
Total comprehensive income/(loss) for the period - - - - (490,147) 22,980 (467,167)
Transactions with owners -
Ordinary shares issued 217,074 113,994 - - - - 331,068
Total transactions with owners 217,074 113,994 - - - - 331,068
As at 30 June 2025 1,574,440 4,733,788 407,000 3,700,000 (5,755,219) 92,911 4,752,920
The notes form an integral part of the Unaudited Condensed Interim Financial
Statements
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE 6 MONTHS ENDED 30 JUNE 2025
1 General Information
The Company was incorporated on 17 August 2020 as a public company 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, England, W1W 7LT.
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 Main Market of the London Stock Exchange ("LSE") on
22 March 2021.
The condensed consolidated interim financial statements of the Group have been
prepared in accordance with UK adopted International Accounting Standards as
issued by the UK Accounting Standards Board (ASB). 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 period ended 30 June 2025
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 Group is currently assessing the impact of these new accounting standards
and amendments. 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
Basis of Preparation
These condensed consolidated interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the Companies Act
2006. Statutory accounts for the year ended 31 December 2024 were approved by
the Board of Directors on 29 April 2025 and delivered to the Registrar of
Companies. The report of the auditors on those accounts was unqualified and
did not contain any statement under section 498 of the Companies Act 2006;
however, it did contain an emphasis of matter paragraph relating to a material
uncertainty in relation to going concern identified by the Directors and
appropriately disclosed in the financial statements.
These condensed consolidated interim financial statements have been prepared
in accordance with the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority and with IAS 34 "Interim Financial Statements."
The condensed consolidated interim financial statements do not include all
disclosures that would otherwise be required in a complete set of financial
statements but have been prepared in accordance with the existing accounting
policies of the Group. The condensed consolidated interim financial statements
should be read in conjunction with the annual financial statements for the
year ended 31 December 2024, which have been prepared in accordance with UK
adopted International Accounting Standards and the Companies Act 2006.
The condensed consolidated interim financial statements for the period ended
30 June 2025 are unaudited.
The condensed consolidated interim financial statements are presented in £
unless otherwise stated, which is the Company's functional and presentational
currency.
Going concern
The preparation of the financial statements requires an assessment on the
validity of the going concern assumption.
The Directors, having made due and careful enquiry, are of the opinion that
the Company and the Group have adequate working capital to execute its
operations over the next 12 months. As a result, the Directors have adopted
the going concern basis of accounting in the preparation of the interim
financial statements.
Accounting policies
The same accounting policies, presentation and methods of computation have
been followed in these condensed consolidated interim financial statements as
were applied in the preparation of the Company's and the Group's financial
statements for the period ended 31 December 2024.
Segment reporting
The Group considers it has one operating segment and therefore the results are
as presented in the primary statements.
Forward-looking statements
Certain statements in this condensed set of consolidated interim financial
statements are forward looking. Although the Group believes that the
expectations reflected in these forward-looking statements are reasonable, we
can give no assurance that these expectations will prove to be correct. As
these statements involve risks and uncertainties, actual results may differ
materially from those expressed or implied by these forward-looking
statements. We undertake no obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
4 Critical accounting estimates and judgements
In preparing the condensed consolidated interim financial statements, the
Directors have to make judgements on how to apply the Company's accounting
policies and make estimates about the future. Estimates and judgements are
continuously evaluated based on historical experiences and other factors,
including expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may deviate from
these estimates and assumptions.
Actual results may differ from these estimates. In preparing these condensed
consolidated interim financial statements, the significant judgements made by
management in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the financial
statements for the year ended 31 December 2024.
5 Financial risk management
The Group's activities expose it to a variety of financial risks, including
market risk (which includes currency risk and interest rate risk), credit risk
and liquidity risk. The condensed consolidated interim financial statements do
not include all financial risk management information and disclosures required
in the annual financial statements; they should be read in conjunction with
the Group's annual financial statements as at 31 December 2024. There have
been no changes in any risk management policies since the year.
6 Earnings per Ordinary Share
Unaudited Unaudited Audited
Period ended Period ended Year ended
30 June 30 June 31 December 2024
2025 2024 £
£ £
Loss attributable to equity shareholders (490,147) (579,499) (971,803)
Weighted number of ordinary shares in issue 147,620,976 129,149,998 130,034,227
Basic and diluted loss per share in pence (0.33) (0.45) (0.75)
7 Assets held for sale
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
("Lyramid"), to Pleiades Pharma Ltd ("Pleiades") 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 31 October 2025.
At 30 June 2025, management is committed to completing the disposal within 12
months. Lyramid is available for immediate sale in its present condition and
the sale is considered highly probable. Accordingly, the assets and
liabilities of Lyramid have been classified as held for sale in the
consolidated statement of financial position as at 30 June 2025.
The major classes of assets and liabilities classified as held for sale are as
follows:
As at
30 June 2025
£
Assets
Non-current assets
Intangible assets 1,481,530
Total non-current assets 1,481,530
Current assets
Trade and other receivables 5,498
Cash and cash equivalents 56,865
Total current assets 63,363
Total assets 1,543,893
Liabilities
Current liabilities
Trade and other payables 109,873
Total liabilities 109,873
Net assets 1,434,020
No impairment losses have been recognised in respect of these subsidiaries as
their carrying amounts are expected to be fully recoverable.
8 Borrowings
Unaudited Unaudited Audited
30 June 30 June 31 December 2024
2025 2024 £
£ £
Convertible loan notes 383,650 609,697 400,092
383,650 609,697 400,092
The convertible loan notes are unsecured, originally 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. A finance charge has been recognised for the period,
being the difference between the face value and net proceeds received
apportioned over the life of the loan notes. 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.
The balance of the convertible loan notes were due to mature on 23 May 2025,
however, the Company agreed with the remaining holders to extend the maturity
date to 31 December 2025.
9 Share Capital
Ordinary Shares Share Capital Share Premium Total
No. £ £ £
At 1 January 2024 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
Placing 15,733,333 157,333 78,666 236,000
Conversion of convertible note 3,507,548 35,075 19,993 55,068
Share issue 2,466,547 24,665 15,334 39,999
As at 30 June 2025 157,444,030 1,574,440 4,733,788 6,308,227
10 Share Based Payment Reserves
Unaudited Unaudited Audited
30 June 30 June 31 December 2024
2025 2024 £
£ £
Opening balance 407,000 385,537 385,537
NED and Advisor warrants - 10,958 10,958
CLN Broker warrants - 10,505 10,505
407,000 407,000 407,000
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:
Warrant Number of warrants Share Price Exercise Price Expected volatility Expected life Risk free rate Expected 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 Management 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 497,800 £0.06 £0.075 50.00% 5 3.63% 0.00%
TOTAL 7,397,800
Warrants
Number of Warrants Exercise Price
As at 1 January 2024 23,875,000 £0.109
Expired during the year (4,975,000) £0.095
Granted during the year 6,720,300 £0.075
As at 31 December 2024 25,620,300 £0.103
Expired during the period - -
Granted during the period - -
As at 30 June 2025 25,620,300 £0.103
The weighted average time to expiry of the warrants as at 30 June 2025 is 3.6
years.
The expected volatility was calculated using the Exponentially Weighted Moving
Average Mode. Due to limited trading history comparable listed peer company
information was used.
11 Related Party Transactions
During the period ended 30 June 2025 £31,722 and £39,790 was incurred for
consulting work from Tareginald LLP and ROQ Corporate Ltd, companies
controlled by former CEO Ajan Reginald and Chairman Stephen West respectively.
There were no other related party transactions during the period ended 30 June
2025.
12 Post Balance Sheet Events
There has been no significant change in either the financial performance or
the financial position of the Group since 30 June 2025.
13 Ultimate Controlling Party
As at 30 June 2025, there was no ultimate controlling party of the Company.
14 Nature of the Consolidated Condensed Interim Financial Statements
The Company Financial Information presented above does not constitute
statutory accounts for the period under review.
15 Approval of the Condensed Interim Financial Statements
The Condensed Interim Financial Statements were approved by the Board of
Directors on 29 September 2025.
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