REG - Solvonis Therapeutic - Final Results
29/04/2026 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260429:nRSc2678Ca&default-theme=true
RNS Number : 2678C Solvonis Therapeutics PLC 29 April 2026
29 April 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Solvonis Therapeutics plc
("Solvonis" or the "Company" or the "Group")
Financial year 2025 results
FY2025 transformation complete as Board refines strategy around the SVN-001
Phase 3 value inflection point
Solvonis Therapeutics plc (LSE: SVNS), an emerging biopharmaceutical company
developing novel small-molecule therapeutics for high-burden central nervous
system ("CNS") disorders, announces its audited results for the year ended 31
December 2025 and a refinement to its strategy for SVN-001.
FY2025 was a defining and transformational year for Solvonis. During the year,
the Company completed the acquisition of Awakn Life Sciences, changed its name
to Solvonis Therapeutics plc, and was reshaped into a focused CNS
biopharmaceutical business targeting addiction and psychiatry. That
transformation is underpinned by a differentiated pipeline led by SVN-001, a
Phase 3 programme in severe Alcohol Use Disorder ("AUD"), alongside SVN-002, a
U.S.-focused programme in Phase 2 planning for moderate-to-severe AUD, and an
expanding proprietary discovery portfolio across addiction and psychiatry.
The Board believes this transformation has materially strengthened the
Company's strategic position and widened the range of attractive options now
available to it. In recent weeks, the Board has also noted that the backdrop
in the world's largest biopharmaceutical market, the United States, has
changed materially. On 18 April 2026, the White House issued an executive
order aimed at accelerating research, regulatory review and patient access for
psychedelic drugs in serious mental illness, including Commissioner's National
Priority Vouchers, Right to Try pathway development and federal support for
evidence generation. Days later, the FDA had already begun awarding priority
vouchers to certain qualifying companies, while the share-price performance of
a number of U.S.-listed peers has been strong.
The Board also notes that strategic validation in the space has intensified,
including Otsuka's agreement to acquire Transcend Therapeutics for up to
US$1.225 billion. In the Board's view, these developments are particularly
relevant because many of the companies seeing the strongest public-market and
strategic interest are those carrying clinically advanced assets through Phase
3 in adjacent or comparable neuropsychiatric settings.
Against that backdrop, and following review of the strategic options available
in respect of SVN-001, the Board has concluded that, in the current market
environment, greater shareholder value may be available at or following
successful completion of Phase 3 than through an earlier licensing or
partnering transaction. The Board notes that the Company has had several
positive discussions with potential out-licensing counterparties. However, its
current view is that the more attractive route to maximising value is to
prioritise advancement of SVN-001 through completion of Phase 3, while
retaining flexibility around future strategic options, given the relatively
short time and capital required to achieve that milestone.
In the Board's assessment, SVN-001 now offers more than a partnering
proposition. It represents a differentiated, clinically grounded and
comparatively near-term asset which, if advanced successfully through Phase 3,
may place Solvonis in a materially stronger position from which to assess
strategic options and maximise shareholder value.
Anthony Tennyson, Chief Executive Officer of Solvonis Therapeutics, commented:
"Solvonis now enters its next phase with a transformed portfolio, a clinically
grounded Phase 3 lead asset, a meaningful U.S. opportunity and an emerging
proprietary pipeline across addiction and psychiatry.
"Following review of the strategic options available for SVN-001, the Board
believes the most attractive route to maximising shareholder value is to
advance the programme through completion of Phase 3. In the Board's view, the
Company is now better positioned to build value into a backdrop that is
becoming increasingly supportive for clinically advanced CNS assets."
Dennis Purcell, Non-Executive Chairman of Solvonis Therapeutics, added: "The
Board believes Solvonis now has a stronger portfolio, a clearer strategic
position and a more compelling opportunity set than at any point in its recent
history.
"For SVN-001 in particular, the Board's view is that greater shareholder value
may be available at or following successful completion of Phase 3 than through
an earlier transaction. The Board is therefore focused on reaching that next
major value inflection point while retaining flexibility around future
strategic options."
The full Annual Report and Accounts for the year ended 31 December 2025 are
available on the Company's website here
(https://solvonis.com/investor-relations/financial-reports) and have been
submitted to the FCA's National Storage Mechanism.
FY2025 highlights
· Cash and cash equivalents at year end were £1.720 million, based on
the Company's current operating plan, the year-end cash position is expected
to provide funding through to end of 2026
· Repositioned the Company as a focused CNS biopharmaceutical business
targeting addiction and psychiatry
· Completion of the Awakn acquisition in May 2025 established a
clinically relevant and differentiated pipeline
· Lead programme SVN-001 progressed in Phase 3 for severe Alcohol Use
Disorder in the UK
· Second programme SVN-002 progressed in Phase 2 planning for
moderate-to-severe AUD in the U.S.
· AI-enabled discovery platform launched, generating novel CNS
candidates
· Pipeline expanded with emerging assets including SVN-114 in PTSD and
SVN-015, accepted into the NIDA programme
· Strengthened scientific and leadership team, including appointment of
Chief Scientific Officer
· Disciplined capital allocation maintained in a challenging
biotechnology funding environment
Strategy update
· Board has reviewed the strategic options available in respect of
SVN-001
· Board believes greater shareholder value may be available at or
following successful completion of Phase 3 than through an earlier licensing
or partnering transaction
· Company is refining strategy to prioritise advancement of SVN-001
through completion of Phase 3, while retaining flexibility around future
strategic options
Chairman's statement
FY2025 was a defining year in the evolution of the Group.
During the year, the Group completed its transition into an emerging
biopharmaceutical company developing innovative small-molecule therapeutics
for high-burden central nervous system ("CNS") disorders, with an initial
strategic focus across addiction and psychiatry. This transformation began
with the change of name to Solvonis Therapeutics plc in January 2025 and was
fundamentally advanced through the acquisition of Awakn Life Sciences, which
completed in May 2025. Together, these steps reshaped the Group into a focused
CNS therapeutics business with a clearer strategy, a more coherent pipeline
and a stronger long-term platform for value creation.
The acquisition of Awakn was the defining strategic event of the year. It
brought into Solvonis a clinically relevant and differentiated portfolio,
including a lead Phase 3 programme in severe Alcohol Use Disorder ("AUD"), a
second AUD programme being developed for the U.S. market, and a broader
scientific and translational platform from which the Group has since begun to
build additional pipeline depth across addiction and psychiatry. In doing so,
the transaction materially changed the nature of the business and established
the foundations of the Solvonis strategy as it stands today.
The Board's focus throughout the year was not only on completing this
strategic transformation, but also on ensuring that the enlarged Group was
appropriately governed, financed and positioned for its next phase of
development. This included overseeing the integration of the acquired
business, supporting management in portfolio prioritisation and capital
allocation, and strengthening the Board and broader leadership structure in
line with the Group's new strategic direction.
We were pleased during the year to continue to strengthen the Board and
scientific profile of the Company. The appointments of Dr Renata Crome and,
subsequently, Paul Carter as Non-Executive Directors added further depth
across clinical, commercial and strategic leadership. In parallel, the
appointment of Professor David Nutt as Chief Scientific Officer further
enhanced the scientific strength and credibility of the Group in the CNS
field. These appointments were made with a clear view to the Company's future
needs as it seeks to advance a differentiated CNS pipeline and create
long-term value through disciplined programme progression and, where
appropriate, future licensing or partnering activity.
Operationally, the year saw meaningful progress across the Group's portfolio.
Following completion of the acquisition, the Company continued to advance its
clinical and translational programmes while also initiating an AI-enabled
discovery effort designed to generate novel proprietary chemistry in
high-burden CNS disorders. The Board considers this strategically important.
It supports the Company's ambition not simply to advance acquired assets, but
to build a broader and more sustainable pipeline across addiction and
psychiatry over time.
The Board remains highly conscious of the financing environment in which
development-stage biotechnology companies continue to operate. In that
context, capital discipline remains central to the Group's strategy. Solvonis'
model - combining later-stage clinical assets, capital-efficient development
pathways, discovery-stage innovation and external validation where possible -
is intended to support disciplined execution while preserving meaningful
upside from pipeline progression.
While the Group remains at an early stage in its development, FY2025 marked
the year in which Solvonis became a strategically coherent CNS therapeutics
business. The Company exits the year with a stronger identity, a more focused
and differentiated portfolio, and a clearer route to value creation than at
any point in its recent history.
On behalf of the Board, I would like to thank our shareholders for their
continued support during this important period of transformation, and to thank
the management team, scientific advisers and employees for their commitment
and execution throughout the year.
Dennis Purcell
Non-Executive Chairman
28 April 2026
CEO statement
FY2025 was a transformational year for Solvonis
During the year, the Group completed its transition into an emerging
biopharmaceutical company focused on high-burden central nervous system
("CNS") disorders, with an initial strategic focus across addiction and
psychiatry. This transformation was driven by the change of name to Solvonis
Therapeutics plc and the completion of the acquisition of Awakn Life Sciences
in May 2025.
That transaction fundamentally reshaped the Group. It brought into Solvonis a
clinically relevant and differentiated pipeline, strengthened the scientific
profile of the business, and gave the Company a clearer development strategy
in areas of high unmet need.
A clearer strategy and a stronger portfolio
Our strategy is to build a differentiated pipeline in high-burden CNS
disorders, with an initial focus across addiction and psychiatry.
This strategy is anchored by two programmes in Alcohol Use Disorder ("AUD").
SVN-001 is our lead programme and is being developed for severe AUD in the UK
and EU. It combines IV ketamine with a structured, manualised
relapse-prevention cognitive behavioural therapy programme, targeting both the
biological and psychosocial dimensions of addiction.
SVN-002 is being developed for moderate-to-severe AUD outside the UK and EU,
with an initial focus on the United States. Previously referred to as
AWKN-002, the programme was integrated into the Solvonis portfolio following
the Awakn acquisition. It is a sublingual/buccal esketamine oral thin-film
programme, combined with psychosocial support, and is being advanced via a
planned 505(b)(2) pathway.
Together, these programmes provide Solvonis with a clear and differentiated
strategy in AUD: SVN-001 in severe AUD in the UK and EU, and SVN-002 in
moderate-to-severe AUD in the U.S. and other ex-UK/EU markets.
Progress during the year
The first half of the year was focused on completing the Awakn acquisition and
repositioning the business. Following completion, our focus turned quickly to
integration, prioritisation and disciplined progression of the portfolio.
Prior to completion of the acquisition, the Company announced a positive FDA
pre-IND outcome for AWKN-002 (now SVN-002), providing additional clarity on
the planned U.S. development pathway for the programme.
Following completion of the transaction, we worked to ensure that the acquired
portfolio was not simply absorbed, but integrated into a clearer and more
investable CNS strategy.
Building beyond the acquired assets
A key strategic development during the year was the initiation of our
AI-enabled CNS discovery programme.
This platform is designed to generate novel monoaminergic modulators targeting
serotonin, dopamine and noradrenaline pathways relevant to addiction and
psychiatry. It provides a source of proprietary compounds to complement the
clinical portfolio and support longer-term pipeline development.
The first output from this effort was the SVN-SDN-14 programme, from which
SVN-114 has subsequently emerged as the lead candidate in PTSD. We also
advanced SVN-015, a novel serotonin and dopamine reuptake inhibitor, which has
since been accepted into the U.S. National Institute on Drug Abuse ("NIDA")
Addiction Treatment Discovery Program.
Together, these programmes reflect our broader strategy: combining later-stage
clinical assets with internally generated discovery opportunities to build a
broader pipeline across addiction and psychiatry.
Scientific capability and capital discipline
During the year, we also strengthened the scientific and leadership capability
of the Group, including the appointment of Professor David Nutt as Chief
Scientific Officer and the addition of further experience at Board level.
At the same time, capital discipline remained central. The environment for
small-cap biotechnology companies continues to be challenging, and our model
is designed accordingly - prioritising programmes with clear development
pathways, leveraging external validation where possible, and maintaining
flexibility in how value is realised.
The Company continues to consider future commercialisation and partnering
options for selected later-stage assets as part of its broader portfolio
strategy. In respect of SVN-001, however, the Board's current view is that the
most attractive route to maximising shareholder value is to prioritise
advancement through completion of Phase 3 before assessing future strategic
options from that stronger position.
Outlook
We exit FY2025 as a more focused and strategically coherent business.
We now have:
· a clear identity and strategy;
· a lead Phase 3 programme in severe AUD;
· a second clinically grounded AUD programme for the U.S.
opportunity;
· an expanding internal discovery platform;
· and a broader pipeline across addiction and psychiatry.
Since the year end, we have continued to build on that progress, including the
expansion of SVN-015 into depression and the selection of SVN-114 as lead
candidate in PTSD.
There remains significant work ahead, and we remain fully aware of both the
scientific and financing challenges inherent in our sector. However, I believe
FY2025 will be seen as the year in which Solvonis established the foundations
of a focused and differentiated CNS therapeutics business.
I would like to thank our shareholders, Board, advisers, collaborators and
wider team for their support and commitment during this important year.
Anthony Tennyson
Chief Executive Officer
28 April 2026
Enquiries:
Solvonis Therapeutics plc Via Walbrook
Anthony Tennyson, CEO & Executive Director
Singer Capital Markets (Broker) +44 (0) 20 7496 3000
Phil Davies
Walbrook PR (PR/IR advisers) Tel: +44 (0)20 7933 8780 or solvonistherapeutics@walbrookpr.com
(mailto:solvonistherapeutics@walbrookpr.com)
Anna Dunphy Mob: +44 (0)7876 741 001
Lianne Applegarth Mob: +44 (0)7584 391 303
Rachel Broad Mob: +44 (0)7747 515 393
About Solvonis Therapeutics plc
Solvonis Therapeutics plc (LSE: SVNS) is an emerging biopharmaceutical company
developing novel small-molecule therapeutics for high-burden central nervous
system (CNS) disorders. Headquartered in London and listed on the main market
of the London Stock Exchange, Solvonis is advancing a differentiated pipeline
of repurposed and novel compounds across addiction and psychiatry.
The Company's lead programmes address Alcohol Use Disorder (AUD) and
Post-Traumatic Stress Disorder (PTSD), with additional development and
discovery work supporting expansion into further addiction and psychiatric
indications, including stimulant use disorder and depressive disorders.
Its lead asset, SVN-001, is currently in Phase 3 for severe AUD in the UK,
while SVN-002 is in Phase 2 planning for moderate-to-severe AUD in the U.S.
The preclinical PTSD programme (SVN-SDN-14) leverages novel serotonin-dopamine
modulators designed to enhance pro-social behaviour and long-term outcomes.
In parallel, Solvonis is advancing proprietary CNS discovery programmes
supported by a dedicated compound library to identify new small-molecule
modulators of key neurotransmitter systems. This platform enables efficient
early-stage innovation and supports the Company's integrated approach to
developing therapies across addiction and psychiatry.
With a capital-efficient development model and a focus on maximising value
across its pipeline, Solvonis is positioned to deliver sustained value through
innovation in CNS therapeutics.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR
THE YEAR ENDED 31 DECEMBER 2025
Audited Audited
Year ended 31 December 2025
Year ended 31 December 2024
Note £'000 £'000
Continuing Operations
Revenue from continuing operations - -
Operational costs 4 - (41)
Administrative expenses 4 (3,016) (1,150)
Foreign exchange gain 98 -
Share based payments 20 (559) (317)
Gain on deconsolidation - 125
Operating loss before impairment (3,477) (1,383)
Impairment 10 (2,263) -
Total operating loss (5,740) (1,383)
Finance expense 6 - (64)
Loss before taxation (5,740) (1,447)
Taxation on loss or ordinary activities 7 - -
Loss for the period from continuing operations (5,740) (1,447)
Loss from discontinuing operations - (143)
Total loss for the year attributable to equity holders of the parent (5,740) (1,590)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations 8 (170) 62
Derecognition of foreign exchange reserve - (109)
Total comprehensive loss for the period attributable to shareholders from (5,910) (1,637)
continuing operations
Basic & dilutive earnings per share - pence 9 (0.12) (0.13)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
Audited Audited
As at 31 December
As at 31 December
2025
2024
Note £'000 £'000
NON-CURRENT ASSETS
Intangibles 10 5,667 2,088
Other non-current assets 11 - 300
TOTAL NON-CURRENT ASSETS 5,667 2,388
CURRENT ASSETS
Cash and cash equivalents 14 1,720 757
Trade and other receivables 15 198 58
TOTAL CURRENT ASSETS 1,918 815
TOTAL ASSETS 7,585 3,203
NON-CURRENT LIABILITIES
Borrowings 16 75 -
Trade and other payables 18 839 -
TOTAL NON-CURRENT LIABILITIES 914 -
CURRENT LIABILITIES
Trade and other payables 17 480 119
TOTAL CURRENT LIABILITIES 480 119
TOTAL LIABILITIES 1,394 119
NET ASSETS 6,191 3,084
EQUITY
Share capital 19 6,743 2,233
Share premium 19 10,870 7,362
Capital reduction reserve 2,500 2,500
Share based payments reserve 20 2,543 1,544
Foreign exchange reserve (170) -
Retained earnings (16,295) (10,555)
TOTAL EQUITY 6,191 3,084
The financial statements were approved by the board on 28 April 2026
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
Audited Audited
As at 31 December
As at 31 December
2025
2024
Note £'000 £'000
NON-CURRENT ASSETS
Intangibles 10 - 2,088
Other non-current assets 11 - 300
Investments 12 4,164 -
TOTAL NON-CURRENT ASSETS 4,164 2,388
CURRENT ASSETS
Cash and cash equivalents 14 1,698 757
Trade and other receivables 15 166 58
TOTAL CURRENT ASSETS 1,864 815
TOTAL ASSETS 6,028 3,203
CURRENT LIABILITIES
Trade and other payables 17 305 119
TOTAL CURRENT LIABILITIES 305 119
TOTAL LIABILITIES 305 119
NET ASSETS 5,723 3,084
EQUITY
Share capital 19 6,743 2,233
Share premium 19 10,870 7,362
Capital reduction reserve 2,500 2,500
Share based payment reserve 20 2,543 1,544
Retained earnings (16,933) (10,555)
TOTAL EQUITY 5,723 3,084
As permitted by Section 408 of the Companies Act 2006, the profit and loss
account of the parent company has not been separately presented in these
accounts. The Company loss for the year was £6,378,275 (2024: loss of
£1,571,634).
The financial statements were approved by the board on 28 April 2026
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025
Share capital Shares to be issued Share premium Capital Reduction Reserve Share based payments reserve Foreign exchange reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2023 41 175 7,001 2,500 1,227 47 (8,965) 2,026
Loss for period - - - - - - (1,590) (1,590)
Other comprehensive income - - - - - 62 - 62
Total comprehensive loss for period - - - - - 62 (1,590) (1,528)
Transactions with owners in own capacity
Waiver of Director & advisor fees 60 - 339 - - - - 399
Ordinary Shares issued in the year 2,132 (175) 63 - - - - 2,020
Disposal of subsidiary - - - - (109) - (109)
Share issue costs - - (41) - - - - (41)
Employee options issued - - - 317 - - 317
Transactions with owners in own capacity 2,192 (175) 361 - 317 (109) - 2,586
Balance at 31 December 2024 2,233 - 7,362 2,500 1,544 - (10,555) 3,084
Loss for period - - - - - - (5,740) (5,740)
(5,4)
Other comprehensive income - - - - - (170) - (170)
Total comprehensive loss for period - - - - - (170) (5,740) (5,910)
Transactions with owners in own capacity
Ordinary Shares issued in the year 4,490 - 3,547 - - - - 8,037
-
Exercise of warrants 20 - - - - - - 20
Share issue costs - - (39) - - - - (39)
Employee options issued - - - - 559 - - 559
Warrants issued on acquisition - - - - 440 - - 440
Transactions with owners in own capacity 4,510 - 3,508 - 999 - - 9,017
Balance at 31 December 2025 6,743 - 10,870 2,500 2,543 (170) (16,295) 6,191
COMPANY STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025
Share capital Shares to be issued Share premium Capital Reduction Reserve Share based payments reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2023 41 175 7,001 2,500 1,227 (8,983) 1,961
Loss for period (1,572) (1,572)
Total comprehensive loss for period - - - - - (1,572) (1,572)
Transactions with owners in own capacity
Waiver of Director & advisor fees 60 - 339 - - - 399
Ordinary Shares issued in the year 2,132 (175) 63 - - - 2,020
Share issue costs - - (41) - - - (41)
Employee options issued - - - - 317 - 317
Transactions with owners in own capacity 2,192 (175) 361 - 317 - 2,695
Balance at 31 December 2024 2,233 - 7,362 2,500 1,544 (10,555) 3,084
Loss for period - - - - - (6,378) (6,378)
Total comprehensive loss for period - - - - - (6,378) (6,378)
Transactions with owners in own capacity
Ordinary Shares issued in the year 4,490 - 3,547 - - - 8,037
Exercise of warrants 20 - - - - - 20
Share issue costs - - (39) - - - (39)
Employee options issued - - - - 559 - 559
Warrants issued on acquisition - - - - 440 - 440
Transactions with owners in own capacity 4,510 - 3,508 - 999 - 9,017
Balance at 31 December 2025 6,743 - 10,870 2,500 2,543 (16,933) 5,723
CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended Year ended
31 December 2025
31 December 2024
Note £'000 £'000
Cash flow from operating activities
Loss for the financial year (5,740) (1,590)
Adjustments for:
Share based payments 20 559 317
Settlement of fees through issue of equity 365 231
Impairment of intangible assets 10 2,263 -
Gain on deconsolidation - (125)
Finance expenses - 64
Foreign exchange movements (131) -
Changes in working capital:
(Increase) / decrease in trade and other receivables (88) 31
(Decrease) in trade and other payables (501) (58)
Net cash outflow from operating activities (3,273) (1,130)
Cash flows from investing activities
Investment in non-current asset - (320)
Repayments on right-of-use assets - (4)
Disposal of subsidiary, net of cash disposed - (13)
Net cash flow from investing activities - (337)
Cash flows from financing activities
Proceeds from issue of shares 19 4,270 1,924
Share Issue Costs 19 (39) (41)
Proceeds from issue of convertible notes - 200
Net cash flow from financing activities 4,231 2,083
Net increase in cash and cash equivalents 958 616
Cash and cash equivalents at beginning of the period 14 757 155
Foreign exchange effect on cash balance 5 (14)
Cash and cash equivalents at end of the period 14 1,720 757
Net debt disclosure has not been included as the Group does not have any
material debt at year end
COMPANY STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended Year ended
31 December 2025
31 December 2024
Note £'000 £'000
Cash flow from operating activities
Loss for the financial year (6,378) (1,572)
Adjustments for:
Share based payments 20 559 317
Settlement of fees through issue of equity 365 231
Impairment of intangible assets 2,971 -
Finance expenses - 64
Foreign exchange movements - -
Changes in working capital:
(Increase) in trade and other receivables (109) (1)
Increase / (decrease) in trade and other payables 185 (57)
Net cash outflow from operating activities (2,407) (1,018)
Cash flows from investing activities
Loans to subsidiaries 13 (883) -
Investment in non-current asset - (320)
Net cash flow from investing activities (883) (320)
Cash flows from financing activities
Proceeds from issue of shares 19 4,270 1,924
Share Issue Costs 19 (39) (41)
Proceeds from issue of convertible notes - 200
Net cash flow from financing activities 4,231 2,083
Net increase in cash and cash equivalents 941 745
Cash and cash equivalents at beginning of the period 14 757 12
Foreign exchange effect on cash balance - -
Cash and cash equivalents at end of the period 14 1,698 757
Net debt disclosure has not been included as the Company does not have any
material debt at year end
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER
2025
1 GENERAL INFORMATION
Solvonis Therapeutics Plc ("the Company" or "Solvonis") was incorporated in
England and Wales as a limited company on 18 May 2017 as Graft Polymer (UK)
Limited and was re-registered as a public limited company, Graft Polymer (UK)
Plc, on 1 July 2021. On 6 January 2025 the company changed its name to
Solvonis Therapeutics Plc. The Company is domiciled in England and Wales with
its registered office at Eccleston Yards, 25 Eccleston Place, London, SW1W
9NF. The Company's registered number is 10776788.
The principal activities of the Company and all of its subsidiaries
collectively referred to as "the Group" are the development of novel
small-molecule therapeutics for high-burden central nervous system ("CNS")
disorders.
The Group financial statements have been prepared and approved by the
Directors in accordance with International Financial Reporting Standards
(IFRS), International standards and Interpretations (collectively IFRSs)
issued by the International Accounting Standards Boards (IASB) and with those
parts of the Companies Act 2006 applicable to those companies reporting under
IFRS.
2 ACCOUNTING POLICIES
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
2.1 Basis of preparation
The financial statements have been prepared in accordance with UK-adopted
international accounting standards in conformity with the Companies Act 2006.
The financial statements have been prepared under the historical cost
convention unless stated otherwise. The principal accounting policies are set
out below and have, unless otherwise stated, been applied consistently for all
periods presented in these financial statements. The financial statements have
been prepared in £GBP and presented to the nearest £'000.
The functional currency for each entity in the Group is determined as the
currency of the primary economic environment in which it operates. The
functional currency of the Company is Pounds Sterling (£) as this is the
currency that finance was raised in.
The functional currency of subsidiaries is the currency that mainly influences
labour, material and other costs of providing services. Consequently the
functional currencies of entities domiciled in Europe, Canada and United
State is the Euro, Canadian Dollar and US Dollar respectively. The
presentational currency of the Group is Pounds Sterling (£). Foreign
operations were translated in accordance with the policies set out further
below in the notes at note 2.4.
The Group presents its financial statements for the year ended 31 December
2025 and presents comparatives for the year ending 31 December 2024.
2.2 Going concern
The Directors have assessed the going concern status of the Company for a
period of not less than twelve months from the anticipated date of approval of
the financial statements. As a clinical-stage, pre-revenue biopharmaceutical
company, Solvonis Therapeutics Plc funds its operations through periodic
equity capital raises rather than commercial revenue generation and
consequently need to exercise caution over expenditures.
As a result the Directors have reviewed detailed cash flow forecasts and a
working capital model prepared by management in forming their conclusion
around going concern. The forecasts reflects that management are gaining
greater control over their cost base post acquiring significant intellectual
property though the Awakn acquisition. While there is not an immediate need
for capital the Board is aware of the need for pre-revenue Company's to fund
their operations through equity and are in constant communication with its
brokers to assess the funding landscape. The Directors also retain a number of
levers to manage cash outflows should circumstances require, including the
ability to defer discretionary R&D programmes whilst still achieving their
objectives.
The Directors are satisfied that the going concern basis of preparation
remains appropriate. However, they draw attention to the fact that the
Company's ability to continue as a going concern is dependent on the
successful completion of further equity fundraising within the assessment
period. This represents a material uncertainty as disclosed in the auditors
report and the financial statements do not include any adjustments that would
result from the going concern basis of preparation being inappropriate.
Ultimately after considering all of these factors the Directors are
comfortable with the financial statements being prepared on a going concern
basis.
2.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 31 December each year. Per IFRS 10, control is achieved when the Company:
· has the power over the investee;
· is exposed, or has rights, to variable returns from its involvement
with the investee; and
· has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above. When the Company has less than a majority
of the voting rights of an investee, it considers that it has power over the
investee when the voting rights are sufficient to give it the practical
ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or
not the Company's voting rights in an investee are sufficient to give it
power, including:
· the size of the Company's holding of voting rights relative to the size
and dispersion of holdings of the other vote holders;
· potential voting rights held by the Company, other vote holders or
other parties;
· rights arising from other contractual arrangements; and
· any additional facts and circumstances that indicate that the Company
has, or does not have, the current ability to direct the relevant
activities at the time that decisions need to be made, including voting
patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, the results of subsidiaries acquired or disposed of during the
year are included in profit or loss from the date the Company gains control
until the date when the Company ceases to control the subsidiary. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with the Group's accounting
policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the Group are eliminated on
consolidation.
2.4 Foreign currency translation
i. Functional and presentation currency
Items included in the financial statements for each of the Group's entities
are measured using the currency of the primary economic environment in which
the entity operates ('the functional currency'). The consolidated financial
statements is presented in £ Sterling, which is the Company's presentation
and functional currency. The individual financial statements of each of the
Company's wholly owned subsidiaries are prepared in the currency of the
primary economic environment in which it operates (its functional currency).
IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets
and liabilities be translated using the exchange rate at period end, and
income, expenses and cash flow items are translated using the rate that
approximates the exchange rates at the dates of the transactions (i.e. the
average rate for the period). The foreign exchange differences on translation
is recognised in other comprehensive income (loss).
ii. Transactions and balances
Transactions denominated in a foreign currency are translated into the
functional currency at the exchange rate at the date of the transaction.
Assets and liabilities in foreign currencies are translated to the functional
currency at rates of exchange ruling at balance date. Gains or losses arising
from settlement of transactions and from translation at period-end exchange
rates of monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement for the period.
iii. Group companies
The results and financial position of all the Group entities that have a
functional currency different from the presentation currency are translated
into the presentation currency as follows:
- assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance sheet;
- income and expenses for each income statement are translated at the
average exchange rate; and all resulting exchange differences are recognised
as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations are taken to shareholders' equity. When a
foreign operation is partially disposed or sold, exchange differences that
were recorded in equity are recognised in the income statement as part of the
gain or loss on sale.
2.5 Impairment of non-financial assets
Non-financial assets and intangible assets not subject to amortisation are
tested annually for impairment at each reporting date and whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable.
An impairment review is based on forecasted future cash flows. If the expected
discounted future cash flow from the use of the assets and their eventual
disposal is less than the carrying amount of the assets, an impairment loss is
recognised in profit or loss and not subsequently reversed.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are largely independent cash flows (cash generating
units or 'CGUs').
2.6 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand
deposits with banks and other financial institutions and bank overdrafts.
2.7 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured at amortised cost; and
· those to be measured subsequently at fair value through profit or
loss.
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.
b) 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.
c) 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.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in
profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a separate line
item in the statement of profit or loss.
d) Impairment
The Group assesses, on a forward looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost.
The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the Group applies
the simplified approach permitted by IFRS 9, which requires expected lifetime
losses to be recognised from initial recognition of the receivables.
2.8 Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method, less any
allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
2.9 Trade and other payables
These amounts represent liabilities for goods and services provided to the
consolidated Group prior to the end of the financial year and which are
unpaid. Due to their short-term nature, they are measured at amortised cost
and are not discounted. The amounts are unsecured and are usually paid within
30 days of recognition.
2.10 Equity
Share capital is determined using the nominal value of shares that have been
issued.
Share capital to be issued relates to salaries foregone by Directors and other
consultants. Upon the issue publication of a prospectus shares will be issued
to compensate the necessary parties and will be allocated amongst the share
capital and share premium accounts.
The Share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the Share premium account, net of any
related income tax benefits.
For the purposes of presenting consolidated financial statements, the assets
and liabilities of group's foreign operations are translated at the exchange
rates prevailing at the balance sheet date and items of income and expenditure
are translated at the average exchange rate for the period. Exchange
differences arising are recognised in other comprehensive income and
accumulated in the Foreign Currency Reserve within equity.
Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse.
The foreign exchange reserve policy is set out in note 2.4.
Capital reduction reserve represents funds sent from the parent company to
subsidiary that on the approval of Directors was reclassified from a loan in
the subsidiary to an investment.
Retained losses includes all current and prior period results as disclosed in
the income statement.
2.11 Share based payments
The Group has made awards of warrants and options on its unissued share
capital to certain parties in return for services provided to the Group. The
valuation of these warrants involved making a number of critical estimates
relating to price volatility, future dividend yields, expected life of the
options and interest rates. These assumptions have been integrated into the
Black Scholes Option Pricing model and the Monte Carlo valuation model to
derive a value for any share-based payments. These assumptions are described
in more detail in note 20.
2.12 Earnings per share
The Group 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.
2.13 Taxation
Tax currently payable is based on taxable profit for the period. Taxable
profit differs from profit 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
liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.
Deferred tax is proved in full on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
financial statement. Deferred tax is determined using tax rates (and laws)
that have been enacted or substantively enacted by the balance sheet date and
are expected to apply when the related deferred income tax asset is realised
of the deferred tax liability is settled.
2.14 Intangible assets
Intangible assets acquired are initially recognised at cost. Indefinite life
intangible assets are not amortised and are subsequently measured at cost less
any impairment. The gains and losses recognised in profit or loss arising from
the derecognition of intangible assets are measured as the difference between
net disposal proceeds and the carrying amount of the intangible asset.
Intangible asset impairment reviews are undertaken annually, or more
frequently if events or changes in circumstances indicate a potential
impairment. The method and useful lives of finite life intangible assets are
reviewed annually. Changes in the expected pattern of consumption or useful
life are accounted for prospectively by changing the amortisation method or
period.
2.15 Investments in Subsidiaries
Investments in Group undertakings are stated at cost.
2.16 Financial liabilities
Other financial liabilities are initially recognised at fair values less any
directly attributable transaction costs. Subsequent to initial recognition,
these liabilities are measured at amortised cost using the effective interest
method.
2.17 Borrowings
Borrowings are initially recognised at fair value, net of directly
attributable transaction costs. They are subsequently measured at amortised
cost using the effective interest method. The difference between proceeds (net
of transaction costs) and the redemption value is recognised in profit or loss
over the term of the borrowing.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement for at least twelve months after the
reporting date.
2.18 Critical judgements and key sources of estimation uncertainty
The preparation of the consolidated financial statements requires management
to make estimates and judgements and form assumptions that affects the
reported amounts of the assets, liabilities, revenue and costs during the
periods presented therein, and the disclosure of contingent liabilities at the
date of the financial information. Estimates and judgements are continually
evaluated and based on management's historical experience and other factors,
including future expectations and events that are believed to be reasonable.
Share based payments (Note 20)
The Group issues options and warrants to its employees, directors, investors
and advisors. These are valued in accordance with IFRS 2 "Share-based
payments". In calculating the related charge on issuing shares and warrants
the Group will use a variety of estimates and judgements in respect of inputs
used including share price volatility, risk free rate, and expected life.
Changes to these inputs may impact the related charge. In the period the Group
did not perform any new valuations but released expenses to the statement of
other comprehensive income from valuations in prior periods. The charge
processed in relation to the current year was £998,590 (2024: £317,449).
Impairment of intangible asset (Note 10)
During the year the Group disposed of its wholly owned subsidiary Graft
Polymer IP Ltd. As a result of this disposal intangible assets were impaired
by way of significant know-how and intellectual property leaving the Group. As
a result of this disposal the Directors have considered it appropriate to
impair the intangible assets linked to this intellectual property to £0
(2024: £2,087,750)
Acquisition and treatment of the Awakn Group (Note 21)
In the year, the Company acquired the Awakn Group. A critical judgement was
required as to whether this transaction constituted a business combination
under IFRS 3 Business Combinations. Having assessed the acquired set of
activities and assets, the Directors concluded that the acquisition did not
meet the definition of a business at the acquisition date. In particular, the
Directors determined that the acquired assets did not include a substantive
process - the acquired inputs lacked an organised workforce and other critical
processes that would significantly contribute to the ability to create
outputs. Accordingly, the acquisition has been accounted for as an asset
acquisition and subsequently appears as an intangible asset on the statement
of financial position. No goodwill has been recognised, and transaction costs
have been capitalised as part of the cost of the assets acquired. As a result
of the classification as an intangible asset the Directors have performed an
assessment at year end and concluded that no impairment is required in
relation to the core assets.
Valuation of intangible asset (Note 10)
The intangible assets acquired as part of the Awakn Group has been valued at
fair value less costs to disposal as per the recommendations outlined in IAS
38.
2.19 New standards and interpretations not yet adopted
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective (and in some cases have not yet been
adopted by the UK):
Standard Effective date Overview
Amendment to IFRS 9 and IFRS 7 1 January 2026 (early adoption permitted) These amendments
(https://viewpoint.pwc.com/dt/gx/en/iasb/standards/standards__1_INT/standards__1_INT/amendments-to-ifrs-9.html)
:
Classification and Measurement of Financial Instruments · clarify the requirements for the timing of recognition and
derecognition of some financial assets and liabilities, with a new exception
for some financial liabilities settled through an electronic cash transfer
system;
· clarify and add further guidance for assessing whether a
financial asset meets the solely payments of principal and interest (SPPI)
criterion;
· add new disclosures for certain instruments with contractual
terms that can change cash flows (such as some instruments with features
linked to the achievement of environment, social and governance (ESG)
targets); and
· make updates to the disclosures for equity instruments designated
at Fair Value through Other Comprehensive Income (FVOCI).
Amendment to IFRS 1 January 2026 (early adoption permitted) These amendments address power purchase agreements, commonly referred to as
'PPAs'. These too are pending adoption by the UK Endorsement Board.
9 and IFRS 7
· The amendments outline the factors that an entity must consider
when applying the 'own-use' exception under IFRS 9 to contracts for purchasing
and taking delivery of renewable electricity. This is particularly relevant
Power Purchase when the electricity source is dependent on natural factors and the purchaser
faces significant volume risk.
Agreements (PPAs)
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027 (early adoption permitted) This is the new standard
(https://viewpoint.pwc.com/dt/gx/en/iasb/standards/standards__1_INT/standards__1_INT/ifrs-18-presentation.html)
on presentation and disclosure in financial statements, with a focus on
updates to the statement of profit or loss. The key new concepts introduced in
IFRS 18 relate to:
· the structure of the statement of profit or loss;
· required disclosures in the financial statements for certain
profit or loss performance measures that are reported outside an entity's
financial statements (that is, management-defined performance measures); and
· enhanced principles on aggregation and disaggregation which apply
to the primary financial statements and notes in general.
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027 (early adoption permitted) This new standard
(https://viewpoint.pwc.com/dt/gx/en/iasb/standards/standards__1_INT/standards__1_INT/ifrs-19-subsidiaries.html)
works alongside other IFRS Accounting Standards. An eligible subsidiary
applies the requirements in other IFRS Accounting Standards except for the
disclosure requirements and instead applies the reduced disclosure
requirements in IFRS 19. IFRS 19's reduced disclosure requirements balance the
information needs of the users of eligible subsidiaries' financial statements
with cost savings for preparers. IFRS 19 is a voluntary standard for eligible
subsidiaries.
A subsidiary is eligible if:
· it does not have public accountability; and
· it has an ultimate or intermediate parent that produces
consolidated financial statements available for public use that comply with
IFRS Accounting Standards.
IFRS 19 can be applied as soon as it is issued.
The exclusion of these standards are not expected to have a material impact on
these financial statements.
2.20 New standards and interpretations adopted
The standards and interpretations that are relevant to the Group, effective in
this financial year are listed below. There has been no impact on the
financial statements from the adoption of these standards.
Standard Effective date Overview
Amendments to IAS 21 1 January 2025 (early adoption permitted) An entity is impacted by the amendments when it has a transaction or an
operation in a foreign currency that is not exchangeable into another currency
at a measurement date for a specified purpose. A currency is exchangeable when
there is an ability to obtain the other currency (with a normal administrative
Lack of Exchangeability delay), and the transaction would take place through a market or exchange
mechanism that creates enforceable rights and obligations.
3. SEGMENT REPORTING
The Chief Operating Decision Makers are the Board of Directors. The Board
reviews the Group's internal reporting in order to assess the performance of
the Group. Management has determined the operating segments based on the
reports reviewed by the Board and have determined that the Group operates
solely in the United Kingdom and henceforth have not presented geographical
segmental reporting.
4. OPERATING COSTS AND ADMINISTRATIVE EXPENDITURE
31-Dec-25 31-Dec-24
£'000 £'000
Operational costs - (41)
Directors' fees (294) (354)
Professional fees (872) (704)
Consultants (1,129) -
Administrative expenses (721) (92)
(3,016) (1,150)
The average number of persons employed by the Group (including directors)
during the year ended 31 December 2025:
2025 2024
Management 6 4
Non-management - -
6 4
The highest paid director received total remuneration of approximately
£723,000 (2024: £144,000) including any share-based payments.
5. AUDITORS REMUNERATION
Year ended 31 Dec 2025 Year ended 31 Dec 2024
£'000
£'000
Fees payable to the Group's auditor for the audit of parent company and (36) (35)
consolidated financial statements
(36) (35)
6. FINANCE COSTS
Year ended 31 Dec 2025 Year ended 31
£'000 Dec 2024
£'000
Finance charge on leased assets - -
Interest on convertible loan - (64)
Finance costs - (64)
7. TAXATION
No liability to income taxes arise in the period.
The current tax for the year differs from the loss before tax at a standard
rate of corporation tax in the UK. A reconciliation of the tax charge is
detailed below:
Year ended 31 Dec 2025 Year ended 31 Dec 2024
£'000
£'000
The charge for year is made up as follows:
Corporation tax on the results for the year - -
A reconciliation of the tax charge appearing in the income statement to the
tax that would result from applying the standard rate of tax to the results
for the year is:
Loss per the financial statements (5,740) (1,447)
Tax credit at the weighted average of the standard rate of corporation tax in (1,435) (362)
UK of 25% - (31 Dec 2024: 25%)
Non-deductible expenses 709 79
Current year losses for which no deferred tax asset is recognised 726 283
Income tax charge for the year - -
Deferred tax assets carried forward have not been recognised in the accounts
because there is currently insufficient evidence of the timing of suitable
future taxable profits against which they can be recovered. The accumulated
tax losses are estimated to amount to approximately £6.681m (31 Dec 2024:
£3.086m) and the carried forward deferred tax asset is estimated to amount to
approximately £1.670m (31 Dec 2024: £0.770m).
No deferred tax assets in respect of tax losses have not been recognised in
the accounts because there is currently insufficient evidence of the timing of
suitable future taxable profits against which they can be recovered.
8. Other comprehensive income
Items credited to the other comprehensive income line in the statement of
comprehensive income relate to the impact of foreign exchange movements when
translating the statement of financial position from functional to
presentational currencies on consolidation. The corresponding movement is
offset against the foreign exchange reserve in the statement of financial
position.
Year ended Period ended
30 September 2025
30 September 2024
£'000 £'000
Foreign currency movements (170) 62
(170) 62
9. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the period.
Year ended 31 Dec 2025 Year ended 31 Dec 2024
Loss for the year from continuing operations - £'000 (5,740) (1,447)
Weighted number of ordinary shares in issue 4,864,719,811 1,156,732,090
Basic earnings per share from continuing operations - pence (0.12) (0.125)
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 the Group was loss making and therefore the
options and warrants are anti-dilutive for the year presented.
10. INTANGIBLE ASSETS
Note Company Group
£'000 £'000
Cost and carrying value - 1 January 2024 2,068 2,068
Additions 20 20
Impairment - -
At 31 December 2024 2,088 2,088
Additions:
Acquisition of intellectual property(1) 21 - 5,842
Impairment(2) - (175)
Impairment (2,088) (2,088)
At 31 December 2025 - 5,667
(1)On 27 May 2025, the Company acquired the entire share capital of Awakn Life
Sciences Corp and all of its subsidiaries (collectively the "Awakn Group")
which can be evidenced in detail at Note 21. With it Solvonis acquired
intellectual property related to mental health disorders which it plans to
develop and bring to market. The transaction has been evaluated and assessed
as an asset acquisition due to the absence of a substantive process which is
detailed at note 21.
(2)Per IAS 38 accounting standards, intangible assets have been valued at fair
value less costs of disposal. Although the Board do not believe the assets to
be impaired in any way, to align with this standard a small impairment charge
has been processed to recognise estimated costs of disposal.
The Board has performed an assessment of the intangible assets and concluded
that at year end there are no indicators that would suggest the core assets
are impaired. The Board will continue to assess the intangible assets at
regular intervals for signs of impairment and impair them if required.
11. OTHER NON-CURRENT ASSESTS
Company Group
Note £'000 £'000
Cost and carrying value - 1 January 2024 - 13
Additions 300 300
Impairment - (13)
At 31 December 2024 300 300
Additions - -
Consideration for acquisition on Awakn Group 21 (300) (300)
At 31 December 2025 - -
On 27 May 2025, the Company acquired the entire share capital of Awakn Life
Sciences Corp and all of its subsidiaries (collectively the "Awakn Group") and
can be evidenced in detail at Note 21. In addition to share consideration
Solvonis also agreed to extinguish an existing receivable owed from the Awakn
Group and hence is included in the consideration paid for the Awakn Group.
12. INVESTMENTS
Company
Note £'000
Cost and carrying value - 1 January 2024 -
At 31 December 2024 -
Additions:
Awakn Life Sciences Corp 21 4,162
Incorporation of subsidiaries(1) 2
At 31 December 2025 4,164
(1)Immaterial investments were made in the year into new wholly owned
subsidiaries Solvonis Therapeutics UK R&D Limited and Solvonis
Therapeutics US R&D Limited.
*Immaterial investment in Graft Polymer IP Limited & GraftBio Limited of
£1 each disposed of in the year.
Company subsidiary undertakings
At year end the Group owned interests in the following subsidiary
undertakings, which are included in the consolidated financial statements:
Name Business Activity Country of Incorporation Registered Address Percentage Holding
Awakn Life Sciences Corp Holding Co Canada 301-217 Queen St, Toronto, Ontario M5V 0R2 100%
Awakn Life Sciences Inc Holding Co Canada 301-217 Queen St, Toronto, Ontario M5V 0R2 100%
Solvonis Therapeutics UK R&D Limited Holding Co UK Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF 100%
Solvonis Therapeutics US R&D Limited Holding Co USA 838 Walker Rd, Suite 21-2, 19904 100%
1233705. Ltd Holding Co Canada 301-217 Queen St, Toronto, Ontario M5V 0R2 100%
Solvonis Therapeutics Ireland Holdings Limited Holding Co Ireland 90 Leinster Rd, Dublin, D06F3P4 100%
Solvonis Therapeutics Ireland R&D Ltd Holding Co Ireland 90 Leinster Rd, Dublin, D06F3P4 100%
Awakn LS Partnerships Limited Holding Co Ireland 90 Leinster Rd, Dublin, D06F3P4 100%
13. INTERCOMPANY RECEIVABLES
Company
£'000
Cost and carrying value - 1 January 2024 -
At 31 December 2024 -
Additions 883
Impairment of intercompany receivables (883)
At 31 December 2025 -
14. CASH AND CASH EQUIVALENTS
Company Group
31-Dec-25 31-Dec-24 31-Dec-25 31-Dec-24
£'000 £'000 £'000 £'000
Cash and cash equivalents 1,698 757 1,720 757
15. TRADE AND OTHER RECEIVABLES
Company Group
31-Dec-25 31-Dec-24 31-Dec-25 31-Dec-24
£'000 £'000 £'000 £'000
Prepayments 21 22 47 22
VAT receivable 45 30 51 30
Other current assets 100 6 100 6
166 58 198 58
16. BORROWINGS
£'000
Cost and carrying value - 1 January 2024 -
At 31 December 2024 -
Additions:
Liabilities acquired on Awakn Acquisition 75
At 31 December 2025 75
The borrowings are interest-free, have no fixed repayment terms, and are not
subject to any financial or non-financial covenants
17. TRADE AND OTHER PAYABLES
Company Group
31-Dec-25 31-Dec-24 31-Dec-25 31-Dec-24
£'000 £'000 £'000 £'000
Trade creditors 238 83 406 83
Accruals 54 36 54 36
Payroll liabilities 13 - 13 -
Other current liabilities - - 7 -
305 119 480 119
18. TRADE AND OTHER PAYABLES - NON-CURRENT
Company Group
31-Dec-25 31-Dec-24 31-Dec-25 31-Dec-24
£'000 £'000 £'000 £'000
Other non-current liabilities - - 839 -
As a result of the Awakn Group acquisition various historical liabilities were
assumed. These liabilities have been classified as non-current as they are not
expected to fall due in the next 12 months.
19. SHARE CAPITAL
Change in issued Share Capital and Share Premium:
Number of shares Share capital Share premium Total
Ordinary shares £'000 £'000 £'000
Balance at 1 January 2024 104,097,299 41 7,001 7,042
Share issue at placing price of 0.6 pence 20,666,667 21 103 124
Share issue at placing price of 0.1 pence 1,800,000,000 1,800 - 1,800
Share issue on conversion of loan 264,000,000 264 - 264
Share issue to settle outstanding fees 59,666,667 60 299 359
Share issue to settle outstanding fees 47,500,000 47 - 47
Share issue costs - - (41) (41)
Balance at 31 December 2024 2,295,930,633 2,233 7,362 9,595
Shares issued on acquisition of Awakn Group 2,074,378,528 2,074 1,348 3,422
Fundraise shares issued alongside acquisition 1,538,461,529 1,538 462 2,000
Fundraising shares 712,121,210 712 1,538 2,250
Shares in Lieu of fees 165,511,593 166 199 365
Exercise of warrants 20,000,000 20 - 20
Share issue costs - - (39) (39)
Balance at 31 December 2025 6,806,403,493 6,743 10,870 17,613
20. SHARE BASED PAYMENTS RESERVE
Company Group
£'000
£'000
At 31 December 2023 1,227 1,227
LTIP options 22 22
Director warrants issued 295 295
At 31 December 2024 1,544 1,544
Issue of LTIP options 537 537
Issue of warrants to Awakn shareholders 440 440
Release of prior year LTIP charge 22 22
At 31 December 2025 2,543 2,543
( )
Options
The following table lists the Black Scholes inputs to the model used for
valuation of the options:
0.34p options 0.16p options 0.1p options
Grant date 31/10/25 31/10/25 31/10/25
Number 42,000,000 21,000,000 180,000,000
Vesting Time conditions(1) Time conditions(1) Immediate
Dividend yield (%) 0% 0% 0%
Expected volatility (%) 143% 143% 143%
Risk-free interest rate (%) 3.784% 3.784% 3.784%
Time to maturity 3 years 3 years 5 years
Exercise price (£) 0.0034 0.0016 0.001
Share price at grant date (£) 0.0031 0.0031 0.0031
(1) Issue options to board members are allocated in 3 equal tranches with
vesting conditions as per below:
- 1/3(rd) of options vest on grant date
- 1/3(rd) on the first anniversary of grant date
- 1/3(rd) on second anniversary of grant date
As at 31 December 2025
Weighted average exercise price Number of options
Brought forward at 1 January 2025 0.1p 55,000,000
Granted in period 0.1p 180,000,000
Granted in period 0.34p 42,000,000
Granted in period 0.16p 21,000,000
Outstanding at 31 December 2025 298,000,000
Exercisable at 31 December 2025 237,666,667
The weighted average time to expiry of the options as at 31 December 2025 is
1,398 days. The weighted average exercise price of the warrants outstanding is
0.138p (£0.00138).
Warrants
As a result of the acquisition of the Awakn Group the following warrants were
issued to shareholders of Awakn.
The following table lists the Black Scholes inputs to the model used for
valuation of the warrants:
1p warrants(1) 1.1p warrants(2)
Grant date 27/05/25 27/05/25
Number 441,603,804 261,861,628
Vesting Immediate Immediate
Dividend yield (%) 0% 0%
Expected volatility (%) 143% 143%
Risk-free interest rate (%) 3.975% 3.6%
Time to maturity 2 - 4 years 2-4 years
Exercise price (£) 0.01 0.011
Share price at grant date (£) 0.0013 0.0013
As at 31 December 2025
Weighted average exercise price Number of warrants
Brought forward at 1 January 2025 307,589,147
Lapsed in period 1p (13,089,147)
Granted in period(1) 1p 441,603,804
Granted in period(2) 1.1p 261,861,628
Outstanding at 31 December 2025 977,965,432
Exercisable at 31 December 2025 977,965,432
The weighted average time to expiry of the warrants as at 31 December 2025 is
775 days. The weighted average exercise price of the warrants outstanding is
0.77p (£0.0077).
21. ASSET ACQUISITION
Acquisition of Awakn Life Sciences Group
On 27 May 2025, Solvonis acquired all of the common shares of Awakn Corp Life
Sciences ("Awakn"), restricted share units of Awakn ("RSUs") and deferred
share units of Awakn ("DSUs") pursuant to a plan of arrangement under section
288 of the Business Corporations Act (British Columbia).
To determine the accounting treatment the Directors, need to consider whether
Awakn constitutes a business.
Under IFRS 3 a business is an "integrated set of activities and assets that is
capable of being conducted and managed for the purpose of providing goods or
services to customers or generating income from ordinary activities."
To determine this a business must have 3 elements listed below:
i) Inputs: economic resources that create outputs
ii) Processes: systems, standards or protocols that when
applied to an input can create outputs
iii) Outputs: the result of inputs and processes
On analysis of Awakn, the Directors have concluded that it does not have the 3
elements listed above and subsequently does not have a substantive process to
suggest the existence of a business. As a result, the acquisition of Awakn is
treated as an asset acquisition and in line with IFRS is accounted for as an
intangible assets in the financial statements.
The details of the acquisition of Awakn are as follows:
Fair value of consideration transferred £'000
Consideration (2,074,378,528 million shares in Solvonis @ £0.00165) 3,422
Value of warrants issued as part of acquisition 440
Extinguishment of Awakn debtor 300
Total 4,162
Recognised amounts of identifiable net assets / (liabilities) at book value
Cash and cash equivalents 8
Trade and other receivables 65
Trade and other payables (1,680)
Loans and other borrowings (73)
Total (1,680)
Intangible asset on acquisition 5,842
2024 - Discontinued operations
A discontinued operation is a component of the Group that has been disposed of
or classified as held for sale and that represents a separate major line of
business or geographical area of operation, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations, or is a
subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately on the face of the Statement
of Comprehensive Income.
The Board recently undertook a review of its business and operations, pursuant
to which it was decided that the Slovenian operation, Graft Polymer D.O.O
(principally, an industrial polymer products manufacturer), was considered no
longer commercially viable due to forecasted negative cashflow as a result of
falling sales and rising costs, with no immediate prospect of becoming
profitable in the short to medium term. The Group disposed of Graft Polymer
D.O.O on 2 May 2024. A gain on deconsolidation as at date of disposal of
£125,000 was recognised and taken to the Statement of Comprehensive Income.
Gain on deconsolidation of Graft Polymer D.O.O
2 May 2024
£'000
Consideration received
Cash -
Carrying amount of net liabilities sold 16
16
Reclassification of foreign exchange reserve 109
Gain on deconsolidation 125
Financial Performance for Graft Polymer D.O.O
Four months to 2 May 2024 31 December
£'000 2023
£'000
Revenue 221 587
Cost of sales (148) (329)
Gross profit 73 258
Operational costs (17) (66)
Depreciation (58) (179)
Administrative expenses (140) (518)
Asset write down - (838)
Operating loss (142) (1,343)
Finance costs (1) (3)
Loss before taxation (143) (1,346)
Income tax - -
Loss for the period from discontinuing operations (143) (1,346)
Assets and liabilities of Graft Polymer D.O.O
2 May 2024 31 December 2023
£'000 £'000
Non-current assets
Right of use assets 38 39
Other non-current assets 13 13
Total non-current assets 51 52
Current assets
Cash and cash equivalents 13 143
Trade and other receivables 44 78
Inventory 11 50
Total current assets 68 271
TOTAL ASSETS 119 323
Non-current liabilities
Lease liability - 22
Total non-current liabilities - 22
Current liabilities
Trade and other payables 71 132
Deferred income 36 93
Lease liability 28 12
Total current liabilities 135 237
Total liabilities 135 259
NET ASSETS (16) 64
Cashflow of Graft Polymer D.O.O
2 May 2024 31 December 2023
£'000 £'000
Cash flow from operating activities
Loss before tax (143) (1,346)
Adjustments for:
Depreciation 58 165
Finance expenses - 3
Amortisation of right of use assets - 12
Fixed asset write off (58) 736
Inventory write off - 117
Changes in working capital:
Decrease/(Increase) in trade and other receivables 33 (26)
(Decrease)/Increase is trade and other payables (54) 234
Movements in inventory 39 14
Net cash outflow from operating activities (125) (91)
Cash flow from investing activities
Purchase of property, plant and equipment - (216)
Repayment on right of use assets (4) (16)
Loans to subsidiary - 393
Net cash flow from investing activities (4) 161
Net increase in cash and cash equivalents (129) 70
Cash and cash equivalents at beginning of period 142 89
Foreign exchange effect on cash balance - (26)
Cash and cash equivalents at end of period 13 133
22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Capital Risk Management
The Company manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders. The overall strategy of the Company and the Group is to minimise
costs and liquidity risk while still executing on the Group's overall business
strategy.
The capital structure of the Group consists of equity attributable to equity
holders of the parent, comprising issued share capital, foreign exchange
reserves and retained earnings as disclosed in the Consolidated Statement of
Changes of Equity.
The Group is exposed to risk through its normal operations, the most
significant of which are foreign exchange and liquidity risks. Sensitivity
analysis has not been performed because the potential impact is not considered
material. The management of these risks is vested to the Board of Directors.
Currency Risk
The Group operates in a global market with cost 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 purchases
by operating companies in currencies other than the Companies' functional
currency. Currency exposures are reviewed regularly.
The Group has exposure to foreign exchange risk through research and
development expenditure that is incurred in international markets as well as
their foreign currency denominated cash balances.
Accordingly, movements in the Sterling exchange rate against these currencies
could have a detrimental effect on the Group's results and financial
condition. Such changes are not considered likely to have a material effect on
the Group's financial position at 31 December 2025. Funds of the parent
company are held with HSBC, one of the largest and most reputable high street
banks in the UK.
The table below shows the currency profiles of cash and cash equivalents:
31 Dec 2025 £'000 31 Dec 2024 £'000
Cash and cash equivalents
Sterling 1,372 757
USD 325 -
CAD 23 -
1,720 757
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 Group had cash and cash equivalents at period end as below:
31 Dec 2025 £'000 31 Dec 2024 £'000
Cash and cash equivalents 1,720 757
1,720 757
The table below sets out the maturity profile of the financial liabilities at
31 December:
31 Dec 2025 £'000 31 Dec 2024 £'000
Due in less than one month (104) (50)
Due between one and three months (127) (9)
Due between three months and one year (175) (24)
(406) (83)
23. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Company Group
31-Dec-25 31-Dec-24 31-Dec-25 31-Dec-24
£'000 £'000 £'000 £'000
Cash and cash equivalents 1,698 757 1,720 757
Trade and other receivables 147 35 151 36
Trade and other payables (251) (83) (426) (83)
1,594 709 1,445 710
(1) Trade and other receivables excludes prepayments
(2) Trade and other payables excludes accruals, taxes and social security
24. CAPITAL COMMITMENTS
University of Exeter
On 16 December 2026, the Company agreed with the University of Exeter to enter
into an agreement to fund the final stages of the "MORE-KARE" project. The
agreement runs until November 2026 and will cost the Group an additional
£1million. The Company has the option to purchase the license for the
More-Kare trial from the University of Exeter after two years. In this event
the additional £1millon would be offset against any purchase price.
25. RELATED PARTY TRANSACTIONS
Details of directors' emoluments are set out below:
Director Base salary £'000 Service fees Total
£'000
£'000
Anthony Tennyson 175 20 195
Nicholas Nelson 35 - 35
Dennis Purcell 40 - 40
Renata Crome 20 - 20
Paul Carter 4 - 4
274 20 294
Alpha Tango Limited
During the period the Group paid a total of £21,000 to Alpha Tango Limited
for CEO services. Anthony Tennyson is a director of Alpha Tango Limited.
26. EVENTS SUBSEQUENT TO PERIOD END
7 Jan 2026 - US Patent Allowance | PTSD Programme
USPTO granted a Notice of Allowance for Solvonis' SVN-SDN-14 PTSD for a
series of compounds within its proprietary SVN-SDN-14 Post-Traumatic Stress
Disorder ("PTSD") discovery programme
28 Jan 2026 - SVN-015 Expanded into Depression
Solvonis announced the expansion of its investigational compound SVN-015 into
the treatment of depression, supported by preclinical data demonstrating
antidepressant-like activity benchmarked against fluoxetine.
10 Mar 2026 - SVN-114 Selected as PTSD Lead Candidate
Solvonis announced the selection of SVN-114 as the lead candidate from the
Company's proprietary SVN-SDN-14 discovery programme targeting Post-Traumatic
Stress Disorder ("PTSD").
31 Mar 2026 - US Patent Granted
Solvonis announced that it had been granted a U.S. patent by the United States
Patent and Trademark Office ("USPTO") covering a monoamine modulator compound
series arising from its proprietary post-traumatic stress disorder ("PTSD")
discovery programme.
8 Apr 2026 - Second US Patent Granted
Solvonis announced that it had been granted a second U.S. patent by the United
States Patent and Trademark Office ("USPTO") covering a further monoamine
modulator compound series arising from its proprietary post-traumatic stress
disorder ("PTSD") discovery programme.
22 Apr 2026 - Appointment of Water Tower Research
Solvonis announced the appointment of Water Tower Research LLC to support
the Company in three areas of increasing importance: deepening its
understanding of the evolving U.S. market environment, refining its corporate
profile in that market, and broadening intuitional investor reach.
27. CONTROL
In the opinion of the Directors as at the year end and the date of these
financial statements there is no single ultimate controlling party.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR SESFIAEMSESL
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Solvonis Therapeutics
See all newsRCS - Solvonis Therapeutic - CSO Speaks at National Research Meeting
AnnouncementREG - Solvonis Therapeutic - Final Results
AnnouncementRCS - Solvonis Therapeutic - Appointment of Water Tower Research
AnnouncementRCS - Solvonis Therapeutic - US CNS Executive Order
AnnouncementREG - Solvonis Therapeutic - Granted U.S. Patent from PTSD Discovery Programme
Announcement