REG - Theracryf PLC - Half-year Financial Report
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RNS Number : 9717J Theracryf PLC 03 December 2025
TheraCryf plc
("TheraCryf" or "the Company" or "the Group")
Half Year Report to 30 September 2025
Class-leading addiction programme on target to be clinic ready in 2026
Alderley Park, UK, 3 December 2025. TheraCryf plc (AIM: TCF), the clinical
stage drug development company focusing on brain disorders, announces its
unaudited interim results for the six months ended 30 September 2025.
Operational highlights
· Strategic focus on Ox-1(1). TheraCryf's potentially class-leading
addiction-treatment programme made significant progress
o Programme on track for regulatory submission in Q4 2026, enabling
first-in-human studies
o Top-tier global CRO/CDMO, Pharmaron, appointed as development partner for
Ox-1 after a rigorous competitive tender process.
o Manufacturing scale-up underway and on schedule, including both 0.5 kg and
10 kg batches required for regulatory submission.
o Formulation and second species selected for Ox-1 toxicology studies; two
of the key milestones for clinical trial authorisation achieved
o New Ox-1 patent granted in Korea, strengthening the Company's robust
global IP estate covering all major markets including Europe and the USA
· Edward (Ed) Wardle appointed to the board as Non-Executive Director,
nominated by major shareholder Northern Standard Ltd
Post period
· First 0.5 kg scale-up Ox-1 batch delivered ahead of schedule as
manufacturing execution outperforms expectations.
· Production of 2.0 kg of human-grade Ox-1 material now underway,
supporting future clinical studies.
Financial highlights
· Financial performance in line with expectations, with post-tax loss of £1.3m (2024: £1.2m)
· Net cash outflow from operating activities before changes in
working capital and tax received of £1.3m (2024: £1.2m)
· Net cash used in operating activities £0.7m (2024: £1.4m)
· Cash deposits, cash, short term investments and cash equivalents
balance on 30 September 2025 of £3.5m (30 September 2024: £1.2m)
· Cash runway unchanged from previous guidance to end of 2026, excluding
any potential milestone payments
Outlook and Key Milestones
· Multiple anticipated news flow events from Q1 throughout 2026
including:
o Completion of large-scale manufacture of 10kg of Ox-1 for toxicology
studies and 2kg clinical grade for human use in Q1 and Q2 respectively
o Maximum tolerated dose toxicology studies for Ox-1 to be completed in Q1
and regulatory standard 28-day toxicology studies to commence in Q1 in two
species, completing in Q3
o Submissions to regulatory authorities by end 2026 to enable human studies to commence
o SFX-01 glioblastoma preclinical studies to complete with partner at the
Erasmus MC
Dr Alastair Smith, Chair Commented:
"TheraCryf presents one of the most compelling investment opportunities that I
have recently been introduced to. The primary near-term value driver is a
potential treatment for addiction; a market that already exceeds $40bn and is
expected to grow substantially in the coming years to address the human and
economic costs of a broad range of addictions from opioids, to alcohol, to
food and binge eating.
"This treatment, which blocks a pathway in the brain that drives addictive
behaviour, has the best pre-clinical performance characteristics that I have
seen. In addition, it has a short path to being ready to go into human trials
next year - a major value inflection point which is certainly not reflected in
the current valuation.
"I joined the board as Chair in February and, following a strategic review
and a re-capitalisation of the company, the team has delivered strongly on the
strategy to focus on our valuable CNS assets as the best route to delivering
significant shareholder value.
"I anticipate multiple opportunities for strong news flow in Q1 and throughout
2026 as we drive towards the clinic and I look forward to working with the
team to ensure the value of these important steps in the company's growth is
communicated effectively."
Dr Huw Jones, Chief Executive Officer of TheraCryf, said:
"We have prioritised our addiction programme this year based on unmet medical
need and potential market size, and a commitment to deliver value to
shareholders. I am pleased that all activities leading to clinical readiness
for our
Ox-1 orexin blocker programme are progressing on or ahead of schedule, in line
with our aim of achieving clinic readiness by the end of 2026.
"Addictions cause significant morbidity and mortality, affecting hundreds of
millions of people across the world. More people in the UK die of addictive
disorders than in road traffic accidents(2) and the cost burden to health
services and the economy runs into many tens of billions. Our mission for the
lead programme is to reduce both the human and financial costs of these
conditions.
"Our legacy programme SFX-01 in glioblastoma continues with our partners at
the Erasmus Medical Centre in Rotterdam via a grant from the Netherlands
government and we will report on the programme in due course.
"The first half year was one of intense implementation of our refocused
strategy, resulting in progress in line, or in some respects ahead of our
plan. Our financial performance was also on target and we reiterate our cash
runway to end of 2026, where we remain in the top 20% of European listed
biotech companies, measured by months of cash runway(3)."
1 Competitive antagonist (blocker) of the orexin-1 receptor
2 UK government road death statistics:
https://www.gov.uk/government/statistics/reported-road-casualties-great-britain-annual-report-2024
(https://www.gov.uk/government/statistics/reported-road-casualties-great-britain-annual-report-2024)
3 Rx Securities 06 November 2025
-Ends-
Investor Presentation
Dr Alastair Smith, Chair, Dr Huw Jones, CEO, Dr Helen Kuhlman, COO and Toni
Hänninen, CFO will provide a live results presentation via the Investor Meet
Company platform at 11am GMT on 3 December 2025. The presentation is open to
all existing and potential shareholders and can be accessed via
https://www.investormeetcompany.com/ (https://www.investormeetcompany.com/)
Enquiries:
TheraCryf plc +44 (0)1625 315 090
Dr Huw Jones, CEO enquiries@theracryf.com
Toni Hänninen, CFO
Dr Helen Kuhlman, COO
Singer Capital Markets (NOMAD & Joint Broker) +44 (0)20 7496 3000
Phil Davies / Oliver Platts / Patrick Weaver
Turner Pope Investments (Joint Broker) +44 (0)20 3657 0050
Guy McDougall / Andy Thacker
Vigo Consulting (Financial Communications) +44 (0)20 7390 0230
Rozi Morris/Melanie Toyne-Sewell
Theracryf@vigoconsulting.com
Notes to Editors
About TheraCryf plc
TheraCryf is a clinical stage drug development company focusing 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.
For further information, please visit: www.theracryf.com
(http://www.theracryf.com/)
OPERATIONAL UPDATE
LEAD PROGRAMME
Ox-1(1) in Addiction
Following the £4.25m gross fundraise completed in March 2025, TheraCryf has
focussed its development strategy on delivering a new treatment for addiction,
an Ox-1 blocker to the stage where the Ox-1 drug candidate can be administered
to human volunteers. The Board believes that this focus will deliver the
maximum return to shareholders given the potentially class-leading properties
of our asset coupled with the significant commercial interest in the treatment
of addiction that is currently underserved.
Addictions cause significant morbidity and mortality, affecting hundreds of
millions of people across the world. More people in the UK die from addictive
disorders than in road traffic accidents(2) and the cost burden to health
services and the economy runs into many tens of billions. TheraCryf's
rationale for focusing efforts on the addiction market is to reduce both the
human and financial costs of these conditions, as well as generate value for
shareholders on the basis of the potential size and growth of the market, and
the potential value of out-licensing milestones and ongoing royalty payments,
should a transaction be concluded with a large Pharma or large Biotech
company.
The market for effective products to treat addiction stood at over $40bn in
2024 and is forecast to rise to $67bn(4) by 2034. In this context, TheraCryf's
analysis of recent out-license values of individual assets in brain disease
when partnered with a large Pharma or large Biotech company showed up-front
payments in the $26m-$49m range depending on stage of development. Total
milestone payments, excluding royalties, during the life of a transaction
(typically until end of patent life) were in the range of $409m to $570m. This
analysis highlights the substantial financial opportunity within the brain
disease therapy area, following successful late preclinical and early clinical
development.
Progress during the period towards our goal of reaching clinical trial
readiness for the Ox-1 asset has been excellent.
In May 2025, TheraCryf appointed leading CRO/CDMO Pharmaron as development
partner for its lead Ox-1 addiction programme, following a rigorous
competitive tender process. Pharmaron is responsible for the manufacture of
drug product for human use in the Phase 1 healthy volunteer study. This
process is conducted under special conditions, referred to as GMP (Good
Manufacturing Practice), a regulatory standard to ensure safety and quality in
order that the product can be given to humans. Data from this activity will
form part of the regulatory package required for the clinical trial
application. Manufacture is on track and in line with budget expectations with
substantial progress made in scaling-up manufacture of the product to both
0.5kg and 10kg batches. Pharmaron is now starting the manufacture of human
grade material.
Toxicology work for Ox-1 is also going to plan at Pharmaron. The second
species for toxicology in vivo studies and a formulation suitable for
administration to preclinical species and to humans have been selected. This
work is on track for submission to the relevant regulatory authority to enable
the start of clinical studies at the end of 2026.
During the period, the TheraCryf team continued to highlight its work in this
market segment via presentations and briefings to the pharma, scientific and
shareholder communities, including a "deep dive" into the Ox-1 programme for
investors in June 2025, which can be found HERE
(https://www.investormeetcompany.com/company/meetings/ox-1-a-deep-dive-into-theracryfs-addiction-programme)
.
Post period end, the first scaled up quantity of Ox-1 drug substance (0.5Kg)
was delivered ahead of schedule in early November and manufacturing of human
grade Ox-1 material for future use in clinical trials has commenced on
schedule.
4 Future Market Insights SUD Treatment Market Outlook June 2024
INTELLECTUAL PROPERTY (IP)
With the grant of a Korean patent during the period, the patent estate for the
Ox-1 addiction programme is near to achieving global coverage. Patents for
Ox-1 in the USA have been granted until 2039 and in European territories,
including the UK, until 2038. Only one major territory remains to be added,
where a submission has been made, and that grant is expected to be received in
due course.
LEGACY PROGRAMME
SFX-01 in Glioblastoma, GBM
GBM, the most severe form of the primary brain cancer glioma, has an incidence
of 3.8 per 100,000 people. Prognosis with this severe form is poor with median
survival of approximately 14 months and five-year survival of only around 5%
of diagnosed patients. With treatment options limited to surgery followed by
radiotherapy and only one drug approved for the condition, there is a very
high need for novel treatments. Development of novel treatments has, however,
proven challenging historically and therefore the Board has decided that the
Company's primary focus of resources should be on the Ox-1 programme which is
potentially lower risk with a significantly greater market opportunity.
SFX-01 has already been awarded orphan drug status in this indication by the
USA FDA and regulatory scientific advice received subsequently from the Dutch
Medicines Evaluation Board confirming there are no specific concerns regarding
the clinical safety profile of SFX-01.
During the period, collaborator Dr Marjolein Geurts, neuro-oncologist at the
Erasmus Medical Centre Rotterdam, NL continued to lead the SFX-01 GBM
preclinical and clinical grant from the Netherlands government administered
by the Dutch cancer society, KWF for a €1.1m total project value.
The next steps in this programme are to administer SFX-01 to preclinical
models of GBM and, if successful to apply for permission to conduct a clinical
trial in GBM patients.
OUTLICENSING
STALICLA partnership
In October 2022, the Company licensed the global rights for legacy asset
SFX-01 in neurodevelopmental disorders and schizophrenia to STALICLA SA
(Stalicla), a Swiss company specialising in the identification of specific
phenotypes of ASD, using its proprietary precision medicine platform. The
Company retains the global rights for all other indications.
In February 2024, TheraCryf gave a notice of dispute to Stalicla.
The TheraCryf board of directors believes that the Company has met the terms
required to satisfy the $0.5m milestone payment due on completion of a Phase 1
clinical study, according to the License Agreement, and thus payment is due.
In order to effect the payment, the Company has taken the decision to formally
implement the dispute resolution process detailed in the License Agreement,
the first step of which is the issuance of a dispute notice.
As stated previously, the Company has not included any milestone payments from
Stalicla in its financial forecasting The Company continues to work on a way
to resolve the current dispute.
FINANCIAL REVIEW
The financial performance for the six-month period to 30 September 2025 was in
line with expectations.
Operating losses increased in the period by £0.12m to £1.37m compared with
£1.25m in the prior period. The use of cash predominantly reflects the
commencement of the Ox-1 IND/CTA enabling work, while activities for SFX-01
programme spending remain mainly grant funded. The integration of Chronos
into the TheraCryf Group has been fully completed. Consequently, the total
comprehensive loss for the period was £1.31m (30 September 2024: £1.25m).
The net cash outflow for the period was £0.66m (30 September 2024: £0.81m);
the comparison with the prior period reflects working capital movements and
the receipt of the R&D tax credit of £0.39m (30 September: £nil).
The total cash position (including cash, cash deposits, short term investments
and cash equivalents) as at 30 September 2025 was £3.5m (30 September 2024:
£1.2m). The cash on deposits are held in a major bank in various fixed
deposits account to maximise the return in interest. The longest fixed deposit
account is a notice of 95 days.
The Directors estimate that the cash held by the Group will be sufficient to
support the current level of activity to the end of 2026. They have therefore
prepared the financial statements on a going concern basis.
OUTLOOK
In the last six months TheraCryf has made outstanding progress implementing
its revised strategy to focus on progressing its lead Ox-1 addiction programme
towards clinical readiness. With this focus, the opportunities for generating
shareholder value have increased significantly. Active searches for funding of
the other high value CNS programmes are underway and the Company will provide
updates as these come to fruition.
The next twelve months comprises several key preclinical development
milestones including completion of large-scale manufacturing of drug substance
for human trials, determination of maximum tolerated dose from toxicology
studies and completion of all other regulatory activities to be clinic ready
by the end of 2026. These milestones, and the ultimate goal of clinic
readiness, represent significant value for shareholders driven by deal-making
potential for the Company.
The Company's cash position remains healthy, especially in relative comparison
to European peers, with a runway to the end of 2026, allowing the achievement
of key milestones for the Ox-1 addiction programme and headroom to continue to
progress the multiple opportunities for the expanded pipeline. The Company's
business model is to generate compelling data to support out-licensing of its
preclinical and/or clinical assets with partners able to conduct later stage
human trials and commercialise the resulting products.
The Board would like to thank all new and existing shareholders for their
support and looks forward to progressing the Company's strategy which remains
focused on its mission to reduce the human and financial cost of addiction and
other neuropsychiatric conditions.
Dr Alastair Smith
Dr Huw Jones
Non-Executive
Chair
CEO
3 December 2025
Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2025 - unaudited
Six months ended Six months ended Year
30 September 2025 30 September 2024 ended
31 March 2025
£'000 £'000 £'000
Notes Unaudited Unaudited Audited
Revenue - - -
Operating expenses
Operating expenses (1,269) (1,229) (2,007)
Share based compensation 4 (102) (21) (117)
Total operating expenses (1,371) (1,250) (2,124)
Operating loss (1,371) (1,250) (2,124)
Finance income 58 5 5
Other income - - 34
Loss on ordinary activities before taxation (1,313) (1,245) (2,085)
Taxation - - 144
Loss and total comprehensive expense attributable to equity holders of the (1,313) (1,245) (1,941)
parent for the period
Loss per share attributable to equity holders of the parent (pence)
Basic loss per share 3 (0.06) (0.29) (0.36)
Diluted loss per share 3 (0.06) (0.29) (0.36)
Consolidated Statement of Financial Position
as at 30 September 2025 - unaudited
As at As at As at
30 September 2025 30 September 2024 31 March 2025
£'000 £'000 £'000
Notes Unaudited Unaudited Audited
ASSETS
Non-current assets
Intangible assets 2,456 1,097 2,460
Total non-current assets 2,456 1,097 2,460
Current assets
Trade and other receivables 515 408 513
Current tax receivable 151 429 543
Short-term investments and cash on deposit 2,041 5 2,005
Cash and cash equivalents 1,455 1,196 2,109
Total current assets 4,162 2,038 5,170
Total assets 6,618 3,135 7,630
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 1,816 467 1,662
Total current liabilities 1,816 467 1,662
Equity
Ordinary shares 5 5,372 1,068 5,324
Share premium 28,691 29,040 28,695
Merger reserve 2,067 2,067 2,067
Share based compensation 417 222 315
Retained deficit (31,745) (29,729) (30,432)
Total equity attributable to equity holders of the parent 4,802 2,668 5,969
Total liabilities and equity 6,618 3,135 7,630
The registered number of TheraCryf plc is 09246681.
Consolidated Statement of Changes in Equity
for the six months ended 30 September 2025 - unaudited
Ordinary Share Merger Share based Retained
shares premium reserve compensation Deficit Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 April 2025 5,324 28,695 2,067 315 (30,432) 5,969
Total comprehensive expense for the period - - - - (1,313) (1,313)
Transactions with owners
Share issue - cost 48 (4) - - - 44
Share based compensation - share options - - - 102 - 102
Total transactions with owners 48 (4) - 102 - 146
Balance at 30 September 2025 5,372 28,691 2,067 417 (31,745) 4,802
Ordinary Share Merger Share based Retained
shares premium reserve compensation Deficit Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 April 2024 687 27,870 2,067 635 (28,918) 2,341
Total comprehensive expense for the period - - - - (1,245) (1,245)
Transactions with owners
Share issue - cash 225 676 - - - 901
Share issue - cost - (240) - - - (240)
Share issue - acquisition 156 734 - - - 890
Share issue - lapsed options - - - (434) 434 -
Share based compensation - share options - - - 21 - 21
Total transactions with owners 381 1,170 - (413) 434 1,572
Balance at 30 September 2024 1,068 29,040 2,067 222 (29,729) 2,668
Ordinary Share Merger Share based Retained
shares premium reserve compensation Deficit Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 April 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
Consolidated Statement of Cash Flows
for the six months ended 30 September 2025 - unaudited
Six months ended Six months ended
30 September 2025 30 September 2024 Year ended 31 March 2025
£'000 £'000 £'000
Unaudited Unaudited Audited
Cash flows from operating activities
Loss before taxation for the period (1,313) (1,245) (2,085)
Interest (income)/expense (58) - (5)
Depreciation and amortisation 4 35 69
Share based compensation 102 21 117
Net cash outflow from operating activities before changes in working capital (1,265) (1,189) (1,904)
and tax received
Changes in working capital
(Increase)/Decrease in trade and other receivables (2) 208 82
Increase/(Decrease) in trade and other payables 154 (408) (575)
Cash used in operations 152 (200) (493)
Taxation received 392 - 30
Net cash used in operating activities (721) (1,389) (2,367)
Cash flows (used in)/generated from investing activities
Monies placed on fixed-term deposit - - (2,005)
Interest income/(expense) 22 (5) 5
Purchase of subsidiary, net of cash acquired - (75) (75)
Net cash (used in)/generated from investing activities 22 (80) (2,075)
Cash flows from financing activities
Gross proceeds from issue of shares - 901 5,152
Cost of fundraise 44 (240) (605)
Net cash generated from financing activities 44 661 4,547
Movements in cash and cash equivalents in the period (655) (808) 105
Cash and cash equivalents at start of period 2,109 2,004 2,004
Cash and cash equivalents at end of period 1,455 1,196 2,109
Short-term investments and cash on deposit 2,041 - 2,005
Total cash, cash equivalents and short-term deposits 3,496 1,196 4,114
1. GENERAL INFORMATION
THERACRYF PLC ("TheraCryf", "the Group" or "the Company") is a public limited
company incorporated in England & Wales 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, SK10 4TG. The principal activity of the Group is clinical stage drug
development.
2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The Group's half-yearly financial information, which is unaudited,
consolidates the results of TheraCryf plc and its subsidiaries undertaking up
to 30 September 2025. The Group's accounting reference date is 31 March.
TheraCryf plc's shares are quoted on the AIM Market of the London Stock
Exchange.
The Company is a public limited liability company incorporated and domiciled
in the UK. The consolidated financial information is presented in round
thousands of Pounds Sterling (£'000).
The financial information contained in this half-yearly financial report does
not constitute statutory accounts as defined in section 435 of the Companies
Act 2006. It does not therefore include all of the information and disclosures
required in the annual financial statements. The financial information for the
six months ended 30 September 2024 and 30 September 2025 is unaudited.
Full audited financial statements of the Group in respect of the period ended
31 March 2025, which received an unqualified audit opinion and did not contain
a statement under section 498(2) or (3) of the Companies Act 2006, have been
delivered to the Registrar of Companies.
The accounting policies used in the preparation of the financial information
for the six months ended 30 September 2025 are in accordance with the
recognition and measurement criteria of UK-adopted International Accounting
Standards and are consistent with those which will be adopted in the annual
financial statements for the year ending 31 March 2026.
Whilst the financial information included has been prepared in accordance with
the recognition and measurement criteria of international accounting
standards, the financial information does not contain sufficient information
to comply with international accounting standards.
The Group has not applied IAS 34, Interim Financial Reporting, which is not
mandatory for UK AIM listed Groups, in the preparation of this interim
financial report.
Going concern
At 30 September 2025, the Group had cash, cash equivalents, cash on deposit
and short term investments of £3.5 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 Directors estimate that the cash and cash equivalents held by the Group
together with known receivables will be sufficient to support the current
level of activities into the end of calendar year 2026. They have therefore
prepared the financial statements on a going concern basis.
Significant management judgement in applying accounting policies and
estimation uncertainty
When preparing the condensed consolidated interim financial information, the
Directors make a number of judgements, estimates and assumptions about the
recognition and measurement of assets, liabilities, income and expenses.
The following are significant management judgements and estimates in applying
the accounting policies of the Group that have the most significant effect on
the condensed consolidated interim financial information. Actual results may
be substantially different.
Share-based payments
The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value of the options granted is determined using
the Black Scholes model, taking into consideration the best estimate of the
expected life of the options and the estimated number of shares that will
eventually vest.
Research and development expenditure
All research and development costs, whether funded by third parties under
license and development agreements or not, are included within operating
expenses and classified as such. Research and development costs relating to
clinical trials are recognised over the period of the clinical trial based on
information provided by clinical research organisations. All other expenditure
on research and development is recognised as the work is completed.
All ongoing development expenditure is currently expensed in the period in
which it is incurred. Due to the regulatory and other uncertainties inherent
in the development of the Group's programmes, the criteria for development
costs to be recognised as an asset, as prescribed by IAS 38, 'Intangible
assets', are not met until the product has been submitted for regulatory
approval, such approval has been received and it is probable that future
economic benefits will flow to the Group. The Group does not currently have
any such internal development costs that qualify for capitalisation as
intangible assets.
3. 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 period.
For diluted loss per share, the loss for the period attributable to equity
holders and the weighted average number of ordinary shares outstanding during
the period is adjusted to assume conversion of all dilutive potential ordinary
shares. As the effect of the share options would be to reduce the loss per
share, the diluted loss per share is the same as the basic loss per share.
The calculation of the Group's basic and diluted loss per share is based on
the following data:
Six months ended Six months ended Year ended
30 September 2025 30 September 2024 31 March 2025
£'000 £'000 £'000
Unaudited Unaudited Audited
Loss for the period attributable to equity holders (1,313) (1,245) (1,941)
As at As at As at
30 September 2025 30 September 2024 31 March 2025
Number Number Number
Unaudited Unaudited Audited
Weighted average number of ordinary shares 2,145,687,341 424,014,463 538,311,037
Effects of dilution:
Share options - - 21,982,557
Weighted average number of ordinary shares adjusted for the effects of 2,145,687,341 424,014,463 560,293,594
dilution
Pence Pence Pence
Loss per share - basic and diluted (0.06) (0.29) (0.36)
4. SHARE-BASED PAYMENTS
As at the end of the period, the reconciliation of share option scheme
movements is as follows:
As at 30 September 2025
Number WAEP
Outstanding at 1 April 2025 29,315,374 0.0859
Granted during the period 289,820,873 0.2500
Outstanding at 30 September 2025 319,136,247 0.0079
WAEP is an abbreviation for weighted average exercise price.
During the six-month period ended 30 September 2025, a share-based payment
charge of £102,206 (six months to 30 September 2024: £21,092) was expensed
to the consolidated Statement of Comprehensive Income.
The fair values of the options granted have been calculated using a
Black-Scholes model.
5. ISSUED CAPITAL AND RESERVES
Ordinary shares
Company
Share Capital
Number £'000
As at 31 March 2025 2,129,622,422 5,324
Issued in lieu of fees 19,341,317 48
At 30 September 2025 2,148,963,739 5,372
New shares were issued during six-month period ended 30 September 2025 in lieu
of fees.
6. BUSINESS COMBINATIONS
On 05 April 2024, the Group acquired the entire share capital of Chronos
Therapeutics Limited for a total combined consideration of £1,983k. Included
within the total is cash consideration of £84k, equity consideration of
£899k and a contingent consideration of £1,000k.
Chronos Therapeutics Limited holds a neuropsychiatry portfolio including two
assets developed to late preclinical stage which widens the Group's pipeline.
These assets comprise of an orexin-1 antagonist with potential utility in
addition, impulsive behaviours and addiction and an atypical dopamine
transporter inhibitor with potential utility in fatigue due to a number of
conditions.
The Group has recognised contingent consideration liabilities at a value of
£1.0m on the acquisition of Chronos Therapeutics Limited. These liabilities
are subject to certain conditional milestones being met, the additional
payments could be a maximum of £2.5m comprising of £1.0m for the
commencement of Phase 1 and £1.5m upon completion of Phase 1. Given the
current early stage of the development programme the Board have deemed it
prudent to recognise contingent liability equivalent to 55.2% of the £1.0m
and 30% of the remaining £1.5m. All additional consideration will be payable
in shares.
The fair values of the identifiable net assets are set out below:
Book Value Fair Value Adjustments Fair Value
£'000 £'000 £'000
Intangible assets 504 1,593 2,097
Cash and cash equivalent 9 9
Trade and other receivables 12 12
Trade and other payables (135) (135)
Deferred tax liability (398) (398)
Total identifiable assets 390 1,195 1,585
Goodwill 398
Total consideration 1,983
Satisfied by:
Initial cash consideration 84
Initial shares consideration 899
Contingent consideration 1,000
1,983
Cashflow
Initial cash consideration 84
Cash acquired (9)
Net cashflow impact of acquisition 75
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