REG - Theracryf PLC - Final results for year to 31 March 2025
03/06/2025 07:00
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RNS Number : 1143L Theracryf PLC 03 June 2025
TheraCryf plc
("TheraCryf", the "Company" or the "Group")
Final Results for year to 31 March 2025
Alderley Park, 3 June 2025 - TheraCryf plc (AIM: TCF), the clinical stage
drug development company focussing on brain diseases, announces its full year
results for the year to 31 March 2025.
Operational highlights
· £5.15m gross proceeds raised during the year; the majority (£4.25m
gross) raised in February 2025.
· Cash runway extended from Q4 2025 to Q4 2026 - orexin-1 antagonist*
(Ox-1) programme now funded to clinical readiness
· TheraCryf in top 20% of European listed biotech companies by duration
of cash runway.
· Seasoned, listed company biotech executive Dr Alastair Smith welcomed
as new Chair in February 2025, following the passing of previous Chair, Dr Sue
Foden.
· Completion of the acquisition of Chronos Therapeutics Ltd in April
2024, with the enlarged Group changing its name to TheraCryf. Integration
complete during the reporting period.
· Refocus of strategy with prioritisation of research on brain disorders
and acceleration of acquired Ox-1 programme in addiction as key value driver.
· European (PCT) patent granted in December 2024 for Ox-1, giving
protection until 2038, complementing previously granted US patent providing
protection in the US until 2039.
· Publication of SFX-1 Phase 1 volunteer study in peer reviewed journal -
most comprehensive evaluation of sulforaphane pharmacokinetics yet.
· Completion of SFX-01 in vitro work by Erasmus Medical Centre Rotterdam
NL, as part of a grant funded study in glioblastoma, start of in vivo
pre-clinical work.
· Constructive and amicable discussions continuing towards resolution of
dispute with partner Stalicla SA.
Financial summary
· Post tax loss of £1.9m (2024: loss of £3.1m).
· Cash outflow from operations of £2.4m (2024: outflow of £3.0m).
· Cash and cash equivalents and short-term investments and cash on
deposit at 31 March 2025 of £4.1m (31 March 2024: £2.0m).
Post-period highlights
· Leading CRO/CDMO, Pharmaron UK Ltd, appointed as pre-clinical
development partner for manufacturing scale up - key step in moving Ox-1
towards clinical-readiness.
· Commencement of IND/IMPD programme with manufacturing scale up for
TheraCryf's class leading orexin-1 antagonist.
· Appointment of Edward (Ed) Wardle to the Board as a Non-Executive
Director.
Outlook
· Resources focused on delivering greatest value to shareholders through
developing orexin-1 blocker addiction programme to the point of clinical
readiness.
· Programme already underway with Pharmaron UK Ltd, manufacturing
capacity secured, including clinical trials supply, toxicology studies and
regulatory documentation for regulatory submission in 2026.
· Restart of manufacturing of Ox-1; kilogram quantities required to
complete pre-clinical studies expected during calendar 2025.
· Analytical methods and pharmacokinetic experiment data also expected
during the coming fiscal year.
· SFX-01 opportunity in glioblastoma maintained through collaboration
with Erasmus Medical Centre, Rotterdam with patients due to be dosed in early
2026.
* Competitive antagonist of the brain orexin-1 receptor
Dr Huw Jones, CEO of TheraCryf commented:
"This year has been one of expansion, following the acquisition of Chronos
Therapeutics giving us two potentially high value assets to treat brain
disorders, but also one of careful cash management in the midst of difficult
markets. We are now in a strong position, with an expanded pre-clinical
pipeline and a more focused strategy based on our class-leading orexin-1
antagonist providing an exciting avenue into the treatment of addictive
disorders. We are also in a strong cash position to deliver our stated goals
and value inflection points.
"Having raised £5.15m during the year - February's £4.25m raise being one of
only 8 new capital biotech raises on AIM and the fourth largest in gross
proceeds in calendar 2025 so far. Being in the top 20% of European listed
biotech companies by duration of cash runway, we can now drive Ox-1 forward
rapidly. We anticipate substantial progress in all areas in the coming year
and eagerly anticipate the completion of the work to allow regulatory
submission for clinical trials by late 2026.
"Significant progress was also made in our established SFX-01 programme, with
our collaborators in the Netherlands progressing with pre-clinical
preparations ahead of starting the study of SFX-01 in patients with
glioblastoma, planned for early 2026.
"We are pleased with the achievements this year, which have positioned us well
for an active programme of activities in the coming years which will not only
add value to the business but also drive forward potential new treatment
options for patients in areas with real unmet medical needs.
"I'd also like to pay tribute to the late Dr Sue Foden for her steadfast
support of the company and to wish a warm welcome to Dr Alastair Smith and Ed
Wardle to the board as we move forward with increasing momentum."
Investor presentation
The TheraCryf management team will host live presentation of the results will
be provided at 1pm BST today via Investor Meet Company
(https://www.investormeetcompany.com/theracryf-plc/register-investor) . The
online presentation is open to both existing and potential shareholders. To
register, please sign up to Investor Meet Company for free and add to meet
TheraCryf via:
https://www.investormeetcompany.com/theracryf-plc/register-investor
(https://www.investormeetcompany.com/theracryf-plc/register-investor) .
Investors who already follow TheraCryf on the Investor Meet Company platform
will automatically be invited.
-Ends-
Enquiries
TheraCryf plc +44 (0)1625 315 090
Dr Huw Jones, CEO enquiries@theracryf.com
Toni Hänninen, CFO
Dr Helen Kuhlman, CBO
Cavendish Capital Markets (NOMAD & Joint Broker) +44 (0)20 7220 0500
Geoff Nash / Teddy Whiley (Corporate Finance)
Nigel Birks / Harriet Ward (ECM)
Turner Pope Investments (Joint Broker) +44 (0)20 3657 0050
James Pope / Andy Thacker
Vigo Consulting +44 (0)20 7390 0231
Rozi Morris theracryf@vigoconsulting.com
About TheraCryf plc
TheraCryf is the clinical stage drug development company focussing on brain
disorders. The Company has a broad clinical and preclinical pipeline in
indications including addiction, anxiety, fatigue, narcolepsy, glioblastoma**
and neurodevelopmental disorders [**orphan indication].
The Company's strategy is to generate compelling data sets to preclinical
and/or clinical proof of concept and partner its clinical programmes with
mid-size to large pharma for larger trials and commercialisation. It also has
a number of industry partnerships with companies, including Stalicla SA, in
neurodevelopmental disorders. The Company has sourced know how for
programmes from companies such as Shire (now Takeda).
TheraCryf has worked with and has ongoing collaborations with major
universities and hospitals such as the University of Manchester, La Sapienza
(Università di Roma), the Erasmus Medical Centre, Rotterdam, Kings College
London and the University of Michigan.
The Company has its headquarters and registered office at Alderley
Park, Cheshire. It is quoted on AIM in London and trades under the
ticker symbol TCF.
Chair's statement
I am pleased to have joined the Company, which I did for a number of key
reasons. Firstly, I see significant commercial opportunity in the Company's
orexin-1 addiction programme. The molecule displays class leading performance
characteristics and, when approved, it will address a huge and poorly served
market in addiction to substances such as alcohol, abusable drugs and food
(binge eating disorder) as well as other substance use disorders. The
commercial opportunity is very large, but it is also important to note that
the orexin target is well validated which reduces the clinical development
risk, and in my view, the Theracryf molecule is capable of market leadership.
Secondly, I believe that the Company is significantly undervalued given the
relatively short path for the orexin -1 antagonist to clinical readiness, the
value of which is well known to be multiples of our current market
capitalisation, as well as the Company's other assets. This can be achieved in
less that eighteen months from the point of putting the capital raised in
February 2025 to work, and we have already announced that this programme of
work has commenced. Given the de-risking of the orexin-1 blocker by Chronos
Therapeutics before Theracryf acquired the company, the risks associated with
the final stages of work to achieve clinical readiness should be considered
modest.
I therefore see an opportunity for substantial value accretion for the Company
and its shareholders on a short timescale as the Company delivers the orexin-1
antagonist to a state of readiness for human trials.
Thirdly, I have great respect for the management team which has the talent,
experience and integrity to deliver for shareholders.
The capital raise in February of this year, in which I participated alongside
management, gives us the resources to deliver clinical readiness for the
orexin-1 programme, a key value inflection point and also extends our cash
runway to the end of 2026. This makes us a leading listed biotech company in
Europe measured by months/years of cash runway giving us the stability
required to see progress reflected in a re-rating of the Company's value.
The other two assets in our pipeline represent potential additional value
accretion but we will remain tightly focused on the main value driver, getting
the orexin-1 antagonist to the point of IND filing. The next neuropsychiatry
asset in our pipeline is the DAT inhibitor for the treatment of fatigue in
areas like multiple sclerosis which we will begin work on as resources allow
and the SFX-01 asset is expected to enter the clinic in 2026 fully funded
externally by a grant.
I have been impressed with the integrity of the management team and board, and
the clear commitment to maximising value from R&D in as capital efficient
business model as possible, and to putting the interests of shareholders
first. In this spirit, all members of the board and management team have
voluntarily reduced their salaries in the reporting year and have again
foregone opportunities for cash bonus payments for the year 2024-2025
receiving share options to an equivalent value in their place. I will be
taking the first year of my remuneration as Chair in shares to preserve cash
and focus it on delivering the IND filing for the orexin-1 programme.
The board looks forward to a year of substantial progress towards clinical
readiness for the orexin-1 asset and we are committed to engaging with
shareholders and the wider market online and in person, in as many different
ways as possible, to communicate the exciting investment opportunity that
Theracryf represents.
Finally, I'd like to welcome Ed Wardle to the board after the period end. We
have all been impressed by Ed's keen intellect and experience, and the support
of Northern Standard Ltd for our neuropsychiatric programmes was pivotal in
our recent fundraise. We look forward to working closely with him into the
future.
Dr Alastair Smith
Chair
02 June 2025
CEO's review
Strategic focus
Our strategy is to focus on the Company's behavioural brain disorder assets
but to retain the opportunity for SFX-01 through externally funded
collaborations. Our business model is to develop drugs up to Phase II
proof-of-concept clinical trials and then license to larger pharmaceutical
companies able to commercialise them.
In addition to our internal disease focus, we will continue to consider
opportunistic partnerships and early out-licensing in areas where we are
convinced of the commercial rationale and benefit to shareholders.
Overview
At the start of the reporting period, we closed the acquisition of
neuropsychiatry company Chronos Therapeutics Ltd for an initial consideration
of £899,481 in shares and £83,400 in cash. Alongside the acquisition we
raised over £0.9m gross in order to extend our cash runway.
During the remainder of year, we completed the integration of Chronos and have
raised sufficient capital (a further £4.25m gross in February 2025) to take
the first Chronos asset to the stage where we can submit an application to
take our class leading orexin-1 antagonist to the point of readiness for human
clinical trials.
This process will complete in late 2026 and will consist of optimising and
scaling up of the manufacturing process to kilogram scale. The second part of
the completion of pre-clinical development, also by late 2026, will be to
conduct two toxicology studies, each lasting 28 days to confirm the benign
toxicology profile that we have seen in experiments lasting seven days at high
doses.
Our cash runway enables us to deliver this major milestone and places us in
the top quintile of all listed European Biotech companies as measured by
months of remaining cash to fund operations. Post period, we have appointed
Pharmaron UK Ltd as our contract development partner in order to deliver this
work which has already started in earnest.
Priority Programme
Ox-1
We believe that our orexin-1 blocker is the most selective yet discovered,
minimising potential for somnolence or sedation as a side effect as seen with
other orexin-1 blocker programmes. Our key pre-clinical experiment shows that
it can reduce bingeing behaviour without affecting normal eating, a desirable
characteristic if, as we expect, this is mirrored in patients. Our patent
cover for our lead asset was extended in December 2024 with the grant of a PCT
patent covering the greater UK and European area until 2038. We have a granted
patent in the USA until 2039. The combination means that we have robust
exclusivity for this asset in the vast majority of territories worldwide.
There are two orexin-1 antagonists currently in active clinical development
for neuropsychiatric conditions. The few molecules that failed in development,
appear to have done so due to side effects such as somnolence or sedation,
interactions with other medicines and in one case relative inefficacy. Our
molecule has been designed to overcome all those shortcomings and the
extensive preclinical data set thus far shows the greatest selectivity, making
somnolence extremely unlikely, it also shows high potency and receptor
occupancy making inefficacy considerably less likely. Once this last stage of
pre-clinical development is complete in 2026, we will consider early
partnering or proceed into clinical development ourselves at that time
Clinical progress
SFX-01
Our Phase 1 clinical study on SFX-01 that reported in the prior year was
published in a peer-reviewed journal, Advances in Therapy, during the
reporting year. SFX-01 was shown to be very well tolerated with no serious
adverse events. Sulforaphane and active metabolites from our patented
formulation were delivered at levels that, in the laboratory, produce striking
pharmacological effects. We believe that the publication is the most complete
evaluation of sulforaphane pharmacokinetics yet published
Grant funded work performed by our academic partner at the Erasmus Medical
Centre, Rotterdam continued during the period with completion of in vitro
experiments in human tumour tissue with meaningful responses to SFX- 01 as
seen in our other research collaborations. In vivo pre-clinical experiments
have started at Rotterdam and will form a key part of the data package to
support grant funded administration of SFX-01 to patients with the fatal brain
cancer glioblastoma at that centre in early 2026.
In the prior year, our collaborator Dr Marjolein Geurts, neuro-oncologist at
the Erasmus Medical Centre Rotterdam, Netherlands was awarded a grant from the
Netherlands government administered by the Dutch cancer society, KWF for a
€1.1m total project value for in vitro, in vivo pre-clinical experiments on
SFX-01 followed by a window of opportunity clinical study in glioblastoma
(GBM) patients. Progress towards the clinical study in early 2026 is on track.
Pre-clinical collaborations
University of Michigan
A collaboration with the University of Michigan to investigate the potential
anti-tumour effects of SFX-01 in colorectal cancer has demonstrated biological
activity of SFX-01 in models of this common cancer. Further data will be
released from this collaboration in the coming year.
Sapienza University of Rome
The collaboration with Sapienza University of Rome resulted in work
investigating the radio-sensitising effects of SFX-01 in Rhabdomyosarcoma, the
most frequent soft tissue sarcoma in childhood, being published in the peer
reviewed journal, BMC Cancer. The research carried out by Prof. Francesco
Marampon of the Department of Radiotherapy and Dr Simona Camero of Prof.
Francesca Megiorni's research group at the Department of Experimental Medicine
continues
Out-licensing
In late 2020 we concluded a transaction worth up USD160.5m in milestones, for
the global rights for lead asset SFX-01 in neurodevelopmental disorders and
schizophrenia to STALICLA SA, a private Swiss biotech company specialising in
the identification of specific phenotypes of Autism Spectrum Disorder (ASD)
using its proprietary precision medicine platform. We retain the global rights
for all other indications.
In February 2024, we gave a notice of dispute to Stalicla SA. The TheraCryf
Board of directors believes that the Company has met the terms required to
satisfy the first milestone, according to the License Agreement, and thus a
payment is due. Discussions have continued constructively throughout the
period on the resolution of the dispute and we expect resolution within the
coming year. On the basis of prudence, we have not included any payments under
this collaboration in our forecasts.
Market potential
We reviewed the market potential for our priority programmes during the
reporting period. The addiction market overall was valued as $40.3bn in 2024
and is projected to rise to $67.6bn by 2034*. Binge eating disorder is already
a multibillion-dollar market with only one product approved for the condition.
These substance use disorder markets are potentially readily addressable by an
effective, non-sedating, non-scheduled (non-controlled drug) orexin-1 blocker
since the mechanism is thought to reduce impulsive behaviours regardless of
the food or substance being abused.
The glioblastoma (stage 4 glioma) market was estimated at being worth $0.55bn
in 2020 growing at around 5%p.a. to $0.87bn by 2030. The size of the market is
limited by the very few drug interventions available, only one agent in most
markets worldwide. Should SFX-01 provide meaningful clinical efficacy for
these patients, a substantial market expansion would be expected.
*Future Market Insights SUD Treatment Market Outlook June 2024
Board changes
In November 2024, we received the sad news that our Chair, Dr Sue Foden had
passed away suddenly. Sue was appointed as a non-executive director to
TheraCryf plc (then Evgen Pharma plc) in 2015, becoming Chair in September
2023. Over the past nine years, she was a valuable advisor and support to the
leadership team and Company overall. Her passing was a great loss to the
Biotech sector in the UK and beyond.
We were fortunate to appoint in her place, Dr Alastair Smith, who is a deeply
experienced life sciences executive with over 20 years' experience in public
company growth and strategy, having founded and led Avacta Group plc as CEO
from its inception until last year. Alastair also brings valuable R&D and
academic leadership, having also spent over 12 years as Professor of Molecular
Biophysics at the University of Leeds. Alastair is also Non-executive
Director of N4 Pharma plc and Non-executive Chairman of SPARTA Biodiscovery
Ltd.
Finally, post year end, the Board has been further strengthened with the
appointment of Edward (Ed) Wardle as non-executive. Ed was nominated by
Northern Standard Ltd, TheraCryf's largest shareholder and he brings
board-level experience of strategy, corporate governance and business
development.
Outlook
Looking forward, we believe that we can deliver greatest value to shareholders
by focusing our resources from the recent fundraise on the orexin-1 programme
and delivering that to the point of clinic readiness. We will maintain the
SFX-01 opportunity in glioblastoma through our collaboration with Erasmus
Medial Centre and eagerly await the results of that work.
We anticipate substantial progress on all areas in the coming year. We will be
near completion of the work to allow permission to administer our orexin-1
blocker to healthy volunteers in Phase 1 clinical trials, and we expect that
our collaborators in the Netherlands will also be dosing SFX-01 to patients
with glioblastoma.
We are cognisant of the latent value in the pipeline acquired from Chronos in
the form of an atypical dopamine reuptake inhibitor which can be used to
target fatigue, and we will unlock that value by completing preclinical
development of this asset as soon as resources allow, completing our
transition from a single asset company to one with many opportunities for
monetisation of our portfolio and value generation for our shareholders.
Dr Huw Jones
Chief Executive Officer
02 June 2025
Financial review
The financial performance for the year ended 31 March 2025 was in line with
expectations.
Losses
The total loss for the year was £1.9m (31 March 2024: £3.1m) including a
charge for share-based compensation of £0.1m (2024: £0.1m). Operating
expenses excluding share-based compensation were £1.8m lower than in 2024 at
£2.0m (2024: £3.8m).
Research and development (R&D) expenditure
Our external spend on R&D expenditure decreased by £1.4m on the prior
year to £0.3m (31 March 2024: £1.7m). This reflects reduction of product
manufacturing work and earlier completion of our Phase 1/1b clinical study.
Share-based compensation
Accounting standards require a charge to be made against the grant of share
options and recognised in the Consolidated Statement of Comprehensive Income.
Where such options lapse ahead of their vesting date the relevant charges are
written back. There was an overall charge for the year in relation to
share-based payments of £0.1m (2024 : £0.1m), which has no impact on cash
flows.
Headcount
Average headcount of the Group for the year was 9 (2024: 9).
Taxation
The Group has elected to claim research and development tax credits under the
small or medium enterprise research and development scheme of £0.14m (2024:
£0.43m).
Share capital
During the period there were multiple share issuances in conjunction with 2
fundraises (April 2024: 90,167,000 and February 2025: 1,700,000,000), Initial
consideration for Chronos Therapeutics acquisition: 62,291,778 as well as
payment in shares in lieu of professional fees: 2,275,527. In total
1,854,734,305 shares were issued (2024: none). At 31 March 2025 there were
2,129,622,422 shares of 0.25p each in issue.
Cash flows and financial position
The cash position (including short term deposits) at 31 March 2025 increased
to £4.1m (31 March 2024: £2.0m) reflecting R&D and corporate costs, less
£0.03m received from R&D tax credits. The net assets (including cash
position) at 31 March 2025 increased to £6.0m (31 March 2024: £2.3m). The
net current assets (including cash position) at 31 March 2025 increased to
£3.5m (31 March 2024: £2.3m).
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2025
Year ended 31 March 2025 Year ended 31 March 2024
Notes £'000 £'000
Revenue - 396
Operating expenses
Operating expenses (2,007) (3,825)
Share based compensation 4 (117) (137)
Total operating expenses (2,124) (3,962)
Operating loss 5 (2,124) (3,566)
Finance income 5 -
Other income 34 -
Loss on ordinary activities before taxation (2,085) (3,566)
Taxation 144 429
Loss and total comprehensive expense attributable to equity holders of the (1,941) (3,137)
parent for the year
Loss per share attributable to equity holders of the parent (pence)
Basic loss per share 6 (0.36) (1.14)
Diluted loss per share 6 (0.36) (1.14)
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
as at 31 March 2025
Group Company
As at As at As at As at
31 March 2025 31 March 31 March 2025 31 March 2024
2024
Notes £'000 £'000 £'000 £'000
ASSETS
Non-current assets
Intangible assets 2,460 34 - -
Investments in subsidiary undertakings - - 2,056 73
Balances due from group undertakings - - 10,620 10,181
Total non-current assets 2,460 34 12,676 10,254
Current assets
Trade and other receivables 513 595 475 594
Current tax receivable 543 429 514 385
Short-term investments and cash on deposit 2,005 - 2,005 -
Cash and cash equivalents 2,109 2,004 2,013 1,953
Total current assets 5,170 3,028 5,007 2,932
Total assets 7,630 3,062 17,683 13,186
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 1,662 722 1,227 708
Total current liabilities 1,662 722 1,227 708
Equity
Ordinary shares 7 5,324 687 5,324 687
Share premium 7 28,695 27,870 28,695 27,870
Merger reserve 2,067 2,067 - -
Share based compensation 315 635 315 635
Retained deficit (30,432) (28,918) (17,878) (16,714)
Total equity attributable to equity holders of the parent 5,969 2,341 16,456 12,478
Total liabilities and equity 7,630 3,062 17,683 13,186
No Statement of Comprehensive Income is presented in these financial
statements for the parent company as provided by Section 408 of the Companies
Act 2006. The loss for the financial year dealt with in the financial
statements of the parent company was £1,601k (2024: £2,963k).
Dr Alastair Smith
Chair
02 June 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2025
Ordinary Share Merger Share based Retained
shares premium reserve compensation deficit Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 March 2023 687 27,870 2,067 509 (25,792) 5,341
Total comprehensive expense for the period - - - - (3,137) (3,137)
Transactions with owners
Share issue - lapsed options - - - (11) 11 -
Share based compensation - share options - - - 137 - 137
Total transactions with owners - - - 126 11 137
Balance at 31 March 2024 687 27,870 2,067 635 (28,918) 2,341
Total comprehensive expense for the period - - - - (1,941) (1,941)
Transactions with owners
Share issue - cash 4,481 686 - - - 5,167
Share issue - cost - (605) - - - (605)
Share issue - acquisition 156 744 - - (10) 889
Share issue - lapsed options - - - (437) 437 -
Share based compensation - share options - - - 117 - 117
Total transactions with owners 4,637 825 - (320) 427 5,569
Balance at 31 March 2025 5,324 28,695 2,067 315 (30,432) 5,969
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2025
Ordinary Share Share based Retained
shares premium compensation deficit Total
£'000 £'000 £'000 £'000 £'000
Balance at 31 March 2023 687 27,870 509 (13,761) 15,305
Total comprehensive expense for the period - - - (2,964) (2,964)
Transactions with owners
Share issue - lapsed options - - (11) 11 -
Share based compensation - share options - - 137 - 137
Total transactions with owners - - 126 11 137
Balance at 31 March 2024 687 27,870 635 (16,714) 12,478
Total comprehensive expense for the period - - - (1,601) (1,601)
Transactions with owners
Share issue - cash 4,481 686 - - 5,167
Share issue - cost - (605) - - (605)
Share issue - acquisition 156 744 - - 899
Share issue - lapsed options - - (437) 437 -
Share based compensation - share options - - 117 - 117
Total transactions with owners 4,637 825 (320) 437 5,579
Balance at 31 March 2025 5,324 28,695 315 (17,878) 16,456
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
for the year ended 31 March 2025
Group Company
Year ended 31 March 2025 Year ended 31 March 2024 Year ended 31 March 2025 Year ended 31 March 2024
Notes £'000 £'000 £'000 £'000
Cash flows from operating activities
Loss before taxation (2,085) (3,566) (1,730) (3,351)
Interest (income) / expense (5) - (5) -
Depreciation and amortisation 69 12 - 2
Share based compensation 4 117 137 117 137
(1,904) (3,417) (1,618) (3,212)
Changes in working capital
(Increase)/decrease in trade and other receivables 82 (379) (331) (309)
(Decrease)/increase in trade and other payables (575) (113) (454) (78)
Cash used in operations (493) (492) (785) (387)
Taxation received 30 913 - 844
Net cash used in operating activities (2,367) (2,996) (2,403) (2,755)
Cash flows (used in)/generated from investing activities
Monies (placed on) / received from fixed term deposit (2,005) - (2,005) -
Interest income / (expense) 5 - 5 -
Purchase of subsidiary, net of cash acquired (75) - (84) -
Net cash (used in)/generated from investing activities (2,075) - (2,084) -
Cash flows (used in)/generated from financing activities
Proceeds from issue of shares 7 5,152 - 5,152 -
Cost of fundraise 7 (605) - (605) -
Net cash (used in)/generated from financing activities 4,547 - 4,547 -
Movements in cash and cash equivalents in the period 105 (2,996) 60 (2,755)
Cash and cash equivalents at start of period 2,004 5,000 1,953 4,708
Cash and cash equivalents at end of period 2,109 2,004 2,013 1,953
Short term investments / cash on deposits 2,005 - 2,005 -
Total cash, cash equivalents and short term deposits 4,114 2,004 4,018 1,953
EXTRACTS OF THE NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
TheraCryf plc ('the Company') is a public limited company incorporated in
England & Wales and whose shares are traded on the AIM market of the
London Stock Exchange under the symbol TCF. The address of its registered
office is Alderley Park, Congleton Road, Nether Alderley, Cheshire, United
Kingdom, SK10 4TG. The principal activity of the Company is clinical stage
drug development.
2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION
Basis of preparation
The financial statements for the year have been prepared in accordance with
applicable law and UK adopted international accounting standards and, as
regards the parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
The consolidated financial statements have been prepared under the historical
cost convention.
The consolidated financial statements are presented in Sterling (£) and
rounded to the nearest £'000. This is the predominant functional currency of
the Group, and is the currency of the primary economic environment in which it
operates. Foreign transactions are accounted for in accordance with the
policies set out below.
The financial information does not include all information required for full
annual financial statements and therefore does not constitute statutory
accounts within the meaning of section 435(1) and (2) of the Companies Act
2006 or contain sufficient information to comply with the disclosure
requirements of UK-adopted International Accounting Standards. These should be
read in conjunction with the Financial Statements of the Company for the year
ended 31 March 2025 which were approved by the Board of Directors on 02 June
2025. The report of the auditors for the year ended 31 March 2025 was (i)
unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report,
and (iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
Business combinations
In the Parent Company financial statements, the acquisition method of
accounting is used to account for business combinations regardless of whether
equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values
of the assets transferred, equity instruments issued or liabilities incurred
by the Group to former owners of the acquirer. All acquisition costs are
expensed as incurred to profit or loss. On the acquisition of a business, the
Group assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual
terms, economic conditions, the Group's operating or accounting policies and
other pertinent conditions in existence at the acquisition-date.
Contingent consideration to be transferred by the acquirer is recognised at
the acquisition-date fair value. Subsequent changes in the fair value of the
contingent consideration classified as an asset or liability is recognised in
profit or loss.
The difference between the acquisition-date fair value of assets acquired and
liabilities assumed and the fair value of the consideration transferred is
recognised as goodwill. If the consideration transferred is less than the fair
value of the identifiable net assets acquired, a bargain purchase is
recognised as a gain directly in profit or loss by the Group on the
acquisition-date.
Business combinations are initially accounted for on a provisional basis. The
Group retrospectively adjusts the provisional amounts recognised and also
recognises additional assets or liabilities during the measurement period,
based on new information obtained about the facts and circumstances that
existed at the acquisition-date. The measurement period ends on either the
earlier of (i) 12 months from the date of the acquisition or (ii) when the
acquirer receives all the information possible to determine fair value.
Basis of consolidation
The financial statements incorporate the financial statements of the Company
and entities controlled by the Company. Control is achieved when the Company
has the power over the investee; is exposed, or has rights, to variable return
from its involvement with the investee; and, has the ability to use its power
to affect its returns. The Company reassesses whether 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.
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
period are included in the Consolidated Statement of Comprehensive Income 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.
3. GOING CONCERN
At 31 March 2025, the Group had cash, cash equivalents and short-term deposits
of £4.1 million.
The Directors have prepared detailed financial forecasts and cash flows
looking beyond 12 months from the date of the approval of these financial
statements. In developing these forecasts, the Directors have made assumptions
based upon their view of the current and future economic conditions that will
prevail over the forecast period.
The coming cash flow predictions are based upon a period of closely controlled
cash flows in order to maintain ongoing development at a level fit to our
means. Non - dilutive sources of funding are being explored in order to
accelerate development of the Chronos portfolio in line with our corporate
objectives.
The Directors estimate that the cash held by the Group together with known
receivables will be sufficient to support the current level of activities into
the fourth quarter of 2026. They have therefore prepared the financial
statements on a going concern basis.
4. SHARE-BASED PAYMENT CHARGE
During the years ended 31 March 2025 and 31 March 2024, the Group issued a
number of share options to certain employees. A Black-Scholes model was used
to calculate the appropriate charge for these periods. The use of this model
to calculate a charge involves using a number of estimates and judgements to
establish the appropriate inputs to be entered into the model, covering areas
such as the use of an appropriate risk-free rate and dividend rate, exercise
restrictions and behavioural considerations. A significant element of
judgement is therefore involved in the calculation of the charge. The total
charge recognised in the year to 31 March 2025 was £117,000 (year to 31 March
2024: £137,000).
5. OPERATING LOSS
Year ended 31 March 2025
Year ended 31 March 2024
£'000 £'000
Research and development expenses:
Amortisation of licenses 70 9
Other research and development 328 1,727
Staff costs (including share based compensation) 801 1,043
Establishment and general:
Depreciation of property, plant and equipment - 3
Operating lease cost - land and buildings 12 15
Foreign exchange loss/(profit) 9 6
Other administrative expenses 904 1,159
Total operating expenses 2,124 3,962
The Group has one reportable segment, namely the development of pharmaceutical
products all within the United Kingdom.
6. LOSS PER SHARE
Basic loss per share is calculated by dividing the loss for the period
attributable to equity holders by the weighted average number of ordinary
shares outstanding during the year.
As at 31 March 2025 the Group had 29,315,373 (2024: 14,574,910) share options
outstanding which are potentially dilutive.
The calculation of the Group's basic and diluted loss per share is based on
the following data:
Year ended 31 March 2025
Year ended 31 March 2024
£'000 £'000
Loss for the year attributable to equity holders for basic loss and adjusted (1,941) (3,137)
for the effects of dilution
Year ended 31 March 2025
Year ended 31 March 2024
Number Number
Weighted average number of ordinary shares for basic loss per share 538,311,037 274,888,117
Effect of potentially dilutive ordinary shares:
Share options 21,982,557 12,993,569
Ordinary share in issue for purposes of diluted EPS 560,293,594 251,957,736
Year ended 31 March 2025 Year ended 31 March 2024
Pence Pence
Loss per share - basic and diluted (0.36) (1.14)
The number of exercisable share options and warrants above are those deemed to
be potentially dilutive in nature as their exercise price is less than the
average share price for the period. As the group made a loss in the current
and comparative periods the effects of these potential ordinary shares are not
dilutive.
7. ISSUED CAPITAL AND RESERVES
Group and Company
Ordinary shares of 0.25p each Share Capital Share Premium Total
Number £'000 £'000 £'000
As at 31 March 2023 & 31 March 2024 274,888,117 687 27,870 28,557
Issue on fundraising 90,167,000 225 676 902
Expenses of share issue under fundraising - - -
Issue on acquisition 62,291,778 156 744 899
Expenses of share issue under acquisition - (240) (240)
Shares issued in lieu of fees 2,275,527 6 10 16
Expenses of share issue under in lieu of fees - - -
Issue on fundraising 1,700,000,000 4,250 - 4,250
Expenses of share issue under fundraising - (365) (365)
At 31 March 2025 2,129,622,422 5,324 28,695 34,019
On 04 April 2024, 62,291,778 ordinary shares of 0.25p were issued at a price
of 1.44p in relation to the acquisition of Chronos Therapeutics Limited.
Also on the 04 April 2024, 90,167,000 ordinary shares of 0.25p were issued at
a price of 1.00p generating gross proceeds of £901,670
On 14 November 2024, 2,275,527 ordinary shares of 0.25p were issued at a price
of 0.69p to service providers in lieu of contractual amounts owed.
On 07 March 2025, 1,700,000,000 ordinary shares of 0.25p were issued at a
price of 0.25p raising gross proceeds of £4,250,000. Costs of £370,000 were
incurred and have been deducted from share premium in line with the
requirements of IAS 32.
All shares in issue are fully paid.
The ordinary shares rank pari passu in all respects in relation to dividends
and repayment of capital and have equal voting rights with one vote per share.
There are no restrictions on the transferability of the shares.
The Group and Company do not have an authorised share capital as provided by
the Companies Act 2006.
Other reserves
The share premium reserve represents the difference between the net proceeds
of equity issues and the nominal share capital of the shares issued.
The merger reserves at 31 March 2025 and 2024 arose from the acquisition of
TheraCryf Pharma Limited, in 2014 which is accounted for using the merger
method of accounting.
The share-based compensation reserve reflects the aggregate fair value of
equity-settled share-based payment transactions.
Reserves classified as retained deficit represent accumulated losses. None of
the reserves are distributable.
8. RELATED PARTY TRANSACTIONS
Group
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note.
Key management compensation is disclosed in Note 8 of the consolidated
financial statements. Directors' emoluments are disclosed in the Remuneration
Committee Report.
During the year the Group purchased services from Biotech industry membership
organisation OBN (UK) Ltd, a company for which Huw Jones acts as a
non-executive director, totalling £1,800 (2024: £1,440). The amount owed to
OBN (UK) Ltd at 31 March 2025 was £nil (31 March 2024: £nil).
During the year the Group purchased services from Daffodil Consulting LLP, a
partnership for which Huw Jones is a designated member, totalling £9,037
(2024: £9,689). The amount owed to Daffodil Consulting LLP at 31 March 2025
was £nil (31 March 2024: £867).
During the year the Group purchased services from Borealito GmbH, a company
controlled by Toni Hänninen, totalling £156,831 (2024: £98,766). The amount
owed to Borealito GmbH at 31 March 2025 was £16,688 (31 March 2024:
£20,632).
Company
The Company is responsible for financing and setting Group strategy. The
Company's subsidiary carried out the Group's development strategy and managed
the Group's intellectual property. The Company provides interest free and
unsecured funding to its subsidiary with no fixed date of repayment.
Ultimate controlling party
The Directors consider there is no ultimate controlling party.
9. REPORT AND ACCOUNTS
A copy of the Annual Report and Accounts will shortly be sent to all
shareholders shortly with notice of the Annual General Meeting and will also
be available to download from the Group's website at www.theracryf.com.
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