REG - Tissue Regenix Group - Half-year Report
Today 07:00
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RNS Number : 3113B Tissue Regenix Group PLC 30 September 2025
Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
UK Market Abuse Regulation. With the publication of this announcement, this
information is now considered to be in the public domain.
Tissue Regenix Group plc
('Tissue Regenix', the 'Group' or the 'Company')
Interim results for the six months ended 30 June 2025
Tissue Regenix Group plc (AIM: TRX), the regenerative medical devices company,
reports its unaudited interim results for the six months ended 30 June 2025
('H1 2025').
Financial highlights
· Revenue for the Group decreased 6% as a result of commercial,
regulatory and reimbursement challenges
o BioRinse® revenues decreased by 7% to $9.8million (H1 2024:
$10.5million), due to the delays in obtaining regulatory approvals impacting
the Group's ability to bring on new customers , an issue corroborated by the
American Association of Tissue Banks
o dCELL® revenues decreased by 4% to $4.0million year-on-year (H1 2024: $
4.2million) but increased 16% on the prior period (H2 2024: $ 3.5million)
· Adjusted EBITDA of $0.2 million (H1 2024: $0.9 million)
· Gross profit margin for H1 2025 decreased to 42% (H1 2024: 55%)
primarily driven by production lower yields
· Cash position at 30 June 2025 of $1.1 million (31 December 2024: $1.9
million)
· Debt facilities of $16m of which $10.4 million is drawn down (H1
2024: $9.8 million)
· Due to a change in accounting teams, the Company is aware that
estimates used for 2024 year-end inventory and cost of sales were inaccurate
and is reviewing the estimates made with the expectation that these historical
numbers will require adjustment. This is expected to be clarified in the next
month and any restatement will not affect the Company's revenue numbers for FY
2024.
Commercial and operational highlights
· CE certification received for OrthoPure® XT under the EU Medical
Device Regulation and UK Conformity Assessed certification
· European patent granted for the Company's innovative dCELL®
technology
· Increased commercial activity through the Group's existing dCELL
direct distribution network which saw a 10% increase in revenue year-on-year
· 32 new dCELL distributors added in H1 2025
· Post period end management changes:
o Jay LeCoque appointed as Executive Chairman
o Brandon Largent appointed as Interim Chief Financial Officer
o Resignations of Jonathan Glenn and Trevor Phillips as Non-executive
Directors
Daniel Lee, CEO of Tissue Regenix Group plc, said: "Although we have seen a
downturn in trading in H1, with a resultant impact on our cash position, we
remain confident in the underlying business and market opportunities for our
leading products and superior technology. We expect both trading and cash to
improve in the longer-term and our focus is to deliver sustainable revenue
generating opportunities that accelerate earnings growth and our long-term
profitability goals to increase shareholder value."
* Adjusted EBITDA: profit before interest, taxes, depreciation, amortisation
and share-based payments
Investor Briefing
Daniel Lee, Chief Executive Officer, Brandon Largent, Interim Chief Financial
Officer, and Jay LeCoque, Executive Chairman, will host a live online
presentation relating to the interim results via the Investor Meet Company
platform today at 16:00 BST (Tuesday 30 September 2025). The presentation is
open to all existing and potential shareholders.
Investors can sign up to Investor Meet Company for free and register for the
presentation here:
https://www.investormeetcompany.com/tissue-regenix-group-plc/register-investor
(https://www.investormeetcompany.com/tissue-regenix-group-plc/register-investor)
For more information:
Tissue Regenix Group plc www.tissueregenix.com (http://www.tissueregenix.com)
Daniel Lee, Chief Executive Officer via Walbrook PR
Brandon Largent, Interim Chief Financial Officer
Cavendish Capital Markets Limited (Nominated Adviser and Broker)
Geoff Nash/Giles Balleny/Edward Whiley Tel: +44 (0) 20 7466 5000
Nigel Birks - Life Science Specialist Sales
Harriet Ward - ECM
Walbrook PR (Financial PR and IR) Tel: +44 (0)20 7933 8780
Alice Woodings / Lianne Applegarth TissueRegenix@walbrookpr.com
About Tissue Regenix (www.tissueregenix.com (http://www.tissueregenix.com) )
Tissue Regenix is a leading medical device company in regenerative medicine.
The Company's patented decellularisation technology (dCELL®) removes DNA and
other cellular material from animal and human soft tissue, leaving an
acellular tissue scaffold not rejected by the patient's body that can be used
to repair diseased or damaged body structures. Current applications address
many crucial clinical needs in sports medicine, foot and ankle injuries and
wound care.
Tissue Regenix Group plc
Business Review
2025 has introduced new challenges for the business. During 2020 - 2024,
compound annual growth rate (CAGR) was c.20%. In H2 2024 we began to
experience a number of headwinds that led to a decline in revenues across
various segments of our diverse business which has continued in H1 2025 ('the
Period'). Our business demand remains strong in a number of market segments,
but other areas have encountered regulatory, commercial and reimbursement
challenges. The Tissue Regenix management team continues to identify
opportunities for growth and we remain committed to our 4S (Supply, Sales
Revenue, Sustainability and Scale) strategy. We will continue to initiate
the appropriate measures to enable a return to our 2020 - 2024 growth
trajectory.
Revenue
In H1 2025, we experienced a 6.1% decline in our revenue year on year (H1
2025: $13.8million; H1 2024: $14.7million). Historically H2 is a larger
revenue contributor, but we experienced declines in H2 2024 as our revenues
relative to the immediate past period demonstrated a 1.6% decline (H2 2024:
$14.0million). Our H1 2025 revenue is primarily generated by demand for our
diversified products primarily through our hybrid U.S. distribution (direct
and strategic partners). Orders from our strategic partners, which represents
a substantial portion of our revenue, has been impacted by the uncertain
economic conditions and we believe this to be a transient issue.
During the Period we achieved an adjusted EBITDA profit of $ 0.2 million (H1
2024: $ 0.9million) and expect to regain our growth trajectory for full year
2025.
Base Business Growth Pillar
The BioRinse portfolio returned sales of $9.8 million in H1 2025; a 7%
decrease year on year (H1 2024: $ 10.5million); a -7% decrease against H2 2024
($ 10.5million). The issues we noted in H2 2024 have carried over to H1 2025
especially with our released donor tissue ('RDT') which experienced a
double-digit revenue decline as delays in obtaining regulatory approvals have
impacted our ability to bring on new customers in new markets. This issue has
been identified by the American Association of Tissue Banks with the Food and
Drug Administration
(http://www.aatb.org/sites/default/files/Government%20Advocacy%20Correspondence/AATB%20CBER%20CFG%208.22.25.pdf
(http://www.aatb.org/sites/default/files/Government%20Advocacy%20Correspondence/AATB%20CBER%20CFG%208.22.25.pdf)
)
Our demineralised bone matrix ('DBM') products were positive performers as we
recorded 4% growth in H1 2025 year on year. We anticipate future growth as our
key partners continue to expand their commercial efforts in the spine and
other markets and have positive outlooks for increased demand. In contrast,
the economic uncertainties of H1 2025 have impacted finished goods orders as
orders from our largest BioRinse partner were flat year on year. Overall
BioRinse products decreased 1.5% year on year. Also impacting our H1 2025
performance were the c.$600k of stocking backorders from 2023 that were
fulfilled in H1 2024 as one of our partners entered a new market.
Revenue from our amnion product lines decreased in H1 2025 year on year but we
have noted product growth in H1 2025 vs H2 2024. We expect continued
reimbursement pressures for wound care products as the Center for Medicare
Services reviews reimbursement levels in the U.S. so we will continue to see
some pressures for our amnion products in that segment of the market. We will
continue to adjust our focus across our diverse product portfolio partners to
meet demand and maximize revenue opportunities. Commercial diversity has been
instrumental in our organic growth over the past several years and forward
demand signals remain positive.
Sales for the dCELL® portfolio, dominated by our DermaPure® products,
decreased by 4% year on year (H1 2025: $4.0m; H1 2024: $4.2m) but increased
16% from the prior period (H2 2024: $3.5million). Impacting our results in
this segment was the double-digit revenue decrease year on year by our dCELL
strategic partner in urological/gynaecological surgery. We continue to drive
increased commercial activity through our existing direct distribution network
which posted a 10% increase in revenue year over year aided by the addition of
32 new distributors in H1 2025. We also seek growth opportunities with
strategic partners who wish to add dermal tissue options to their portfolio in
the wound care market. The dCELL products were our growth leaders in 2024 and
we believe that this growth recovery will continue a positive trajectory into
2025.
As we respond to market demands, we increased our processing throughput by 7%
year on year. Our yields dropped significantly in H1 2025 especially with
segments of our bone-based products whichhas impacted on the availability of
specific product families. The supply chain for human tissue processing can be
quite variable as relies on the availability of individual donor tissue.
Accordingly this may limit opportunities to produce the required types or
volumes of tissue products in demand. We have now refined our specifications
and are working with our recovery partners to improve yields and maximize the
gift of human tissue donation. As demand normalizes, these increases will
require us commit additional of resourceto optimize our tissue needs and
meet the increased demand. This will be a focused priority for our team in H2
and going into 2026.
Tissue Partnerships
Maintaining a reliable and adequate supply of donor tissue for our operational
needs continues to be a priority and an important factor in being flexible to
meet our variable processing needs. We still have the opportunity to manage
our excess tissue inventories and offer this tissue to other domestic and
outside the U.S. ('OUS') tissue processors. We utilise any excess tissue
supply with value-added services and offer this tissue to other domestic and
OUS tissue processors. In H2 2024, we encountered a significant drop in demand
and were unable to supplant lost opportunities due to delays and backlogs seen
in both domestic and OUS regulatory agencies. We recently have begun to
receive Certificate to Foreign Government approvals and have seen an upturn in
RDT opportunities in the latter half of 2025.
New Markets
Opportunities to expand into other surgical specialties have been focused on
direct distribution with our dCELL products in the U.S. where allografts are
regulated as HCTPs (Human Cell and Tissue Products) and marketed within those
regulatory guidelines. Our DermaPure dermal allografts have numerous clinical
applications across different clinical specialties. Developing this market
awareness has been a team effort between clinicians, our clinical affairs
staff, and our direct and distributor representatives. Historically our
customer base has been predominantly orthopaedic and podiatric clinicians but
we are seeing increased uptake across the general surgery and colorectal
markets.
In March 2025, we announced the receipt of a European patent for the dCELL
technology which is currently utilised to produce our DermaPure and OrthoPure
XT products. The receipt of this patent will enable us to protect this
patented technology in markets which honour European Patent Office patents.
We continue to focus on geographic expansion and in June we received some
approvals which will enable us to initiate new business opportunities in
markets outside the U.S.. We will continue to add additional markets in the
Europe, Middle East and Africa region based on market demand and receipt of
regulatory approvals.
OrthoPure® XT also has provided modest growth to the Group during the Period
as we continued to develop global interest. The OrthoPure XT is unique as the
only non-human biologic option for certain anterior cruciate ligament (ACL)
reconstruction procedures. In March 2025, during the 4(th) Annual meeting for
SIAGASCOT (Societa Italiana Artroscopia Ginocchio Arto Superiore Sport
Cartiligine Technologie Ortopediche) congress in Naples, Geistlich Italia
featured the OrthoPure XT during their lunch symposium with presentations by
clinicians and scientific personnel on the science and clinical benefits of
this product. Tissue Regenix Orthopedics and Geistlich shared an exhibit at
the ISAKOS (International Society of Arthroscopy, Knee Surgery and Orthopaedic
Sports Medicine) in Munich to provide greater awareness to this global
audience of the OrthoPure XT. A manuscript on the 5-year clinical follow-up on
this novel device is expected to be published in an international journal in
2025. We continue to explore efforts to expand OrthoPure XT distribution in
Europe and other markets as we expand globally.
Regulatory Evolution
In H1 2025 we received a final conclusion to the Food and Drug Administration
(FDA) audit originally conducted in July 2024. In their final summation they
noted no observations nor any issues. Soon after the receipt of this
summary, we received indication that some of the US FDA certificates which
have been delayed would now complete their review cycle which we hope to occur
by [year end/early2026]
One of our growth pillars is to evolve our capability to be a device
manufacturer versus one just focused on human allograft tissue products. To
achieve this we have continued to pursue our ISO 13485 certification as a
contract manufacturer as this will provide the opportunity to distribute into
more international markets and enable us to respond to market demand by one of
our key strategic partners. We began the process in May 2025 with a desk audit
and had an on-site audit in July. We hope to have this designation before the
end of 2025.
Our UK facility in Garforth is currently ISO 13485 certified to manufacture
xenograft tendons. We originally received the CE mark designation under the
Medical Device Directive (MDD). In 2021 MDD was replaced by the Medical Device
Regulation (MDR) as it was intended to "significantly increase safety,
transparency, and post-market surveillance for medical devices in Europe." The
MDR certification has been especially rigorous for many medical device
companies distributing into the EU. In June 2025, we announced our receipt of
CE certification under the EU Medical Device Regulation and UK Conformity
Assessed certification under the UK Medical Device Regulation for OrthoPure®
XT which was a significant accomplishment for our team in Garforth.
Process
During late 2024 our Board approved the initiation of a review of the
strategic options for the Company as the Board felt that the value of the
Company was not representative of the prospects and delivery which had been
seen over the last four years. The process included contacting potential
counterparties to assess interest in putting forward proposals that would
deliver greater value to Tissue Regenix's shareholders. In April 2025, our
Board terminated the strategic review as they did not believe there was a
prospect of an appropriate, near-term offer, especially with respect to the
share price performance. The Company will remain a standalone independent
entity and continue to focus on delivering sustainable growth across all its
divisions.
Outlook
Our dedicated global teams in the U.S., UK and Europe are committed to
restoring our growth and continued profitability in 2025. I would like to
thank our outgoing Board members for their support and guidance that
contributed to the growth of the business over the last few years. Although we
have seen a downturn in trading in H1, we remain confident in the underlying
business and market opportunities for our leading products and superior
technology. Our focus is to deliver sustainable revenue generating
opportunities that accelerate earnings growth and our long-term profitability
goals to increase shareholder value.
Daniel Lee
Chief Executive Officer
29 September 2025
Tissue Regenix Group plc
Financial Review
Revenue
During H1 2025 revenue decreased 6% to $13.8 million (H1 2024: $14.7 million
excluding GBM-V) due to decline in performance seen across the divisions. The
BioRinse division recorded a 7% decrease in revenues at $9.8 million (H1 2024:
$10.5 million), due to a decline in orders and delays in obtaining regulatory
approval impacting the Group's ability to bring on new customers. The dCELL
division recorded a 4% decrease in revenues to $4 million (H1 2024: $4.2
million) due to a decline in orders from its strategic partner, however,
revenue increased by 10% year-on-year from its direct distribution network, in
addition OrthoPure XT sales increased by 52% as it starts building traction in
the EU.
Gross profit
Gross profit margin for H1 2025 decreased to 42% (H1 2024: 53%) primarily
driven by production lower yields, which has resulted in a higher cost of
goods sold. Management has adjusted the donor criteria and is working closely
with our recovery partners to improve yields in H2.
We are reevaluating estimates used for 2024 year-end inventory and COGS and
will make adjustments upon any findings.
Profit for the year
The Group showed a loss before taxation for H1 2025 of $1 million (H1 2024
loss: $0.1 million). Adjusted EBITDA for the period was $0.2 million (H1 2024
$0.9 million).
Finance charges for the period were $0.5 million (H1 2024: $0.4 million).
Taxation credit for the period were $0.1 million (H1 2024 charge: $0.3
million).
Cash position
The cash position of the Group as at 30 June 2025 was $1.1 million (H1 2024:
$3.5 million; 31 December 2024: $1.9 million). As previously disclosed, in
January 2023, the Group elected to increase its current revolving credit
facility from $5.0 million to $10.0 million and extend the maturity term to
2028. In conjunction with the approval from MidCap to release its collateral
claim on 1740, in June 2024, the Group exercised its option to increase the
revolving line of credit by $1.0 million to $6.0 million.
Tissue Regenix Group plc
Condensed Consolidated Statement of Income
For the six months ended 30 June 2025
Unaudited Unaudited Audited
six months six months year ended
ended 30 June ended 30 June 31 December
2025 2024 2024
Notes $'000 $'000 $'000
Continuing operations
Revenue 2 13,796 14,689 28,646
Cost of sales (8,026) (6,670) (15,025)
Gross profit 5,770 8,019 13,621
Administrative expenses (6,256) (7,692) (13,148)
Strategic review expenses - - (124)
Operating (loss)/profit (486) 327 349
Finance income 1 5 10
Finance charges (532) (395) (923)
Loss on ordinary activities before taxation (1,017) (63) (564)
Taxation 60 (316) (289)
Loss for the period from continuing operations (957) (379) (853)
Discontinued operations
Profit from discontinued operations, net of tax 45 196 172
Loss for the period (912) (183) (681)
Loss for the period attributable to:
Owners of the parent company (934) (281) (713)
Non-controlling interest 22 98 32
(912) (183) (681)
Loss for the period from continuing operations attributable to:
Owners of the parent company (957) (379) (853)
Non-controlling interest - - -
(957) (379) (853)
Loss for the period from discontinued operations attributable to:
Owners of the parent company 23 98 140
Non-controlling interest 22 98 32
45 196 172
Loss per Ordinary Share
From continuing operations
Basic and diluted, cents per share 3 (1.34) (0.54) (1.20)
Loss per Ordinary Share
From continuing and discontinued operations
Basic and diluted, cents per share 3 (1.31) (0.40) (0.96)
Tissue Regenix Group plc
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025
Unaudited Unaudited Audited
six months six months year ended
ended 30 June ended 30 June 31 December
2025 2024 2024
$'000 $'000 $'000
Loss for the period (912) (183) (681)
Other comprehensive income/(loss)
Items that may be subsequently reclassified to profit or loss:
Foreign currency translation differences 482 (86) (181)
Foreign currency translation differences on discontinued operations
(145) 50 96
337 (36) (85)
Total comprehensive loss for the period (575) (219) (766)
Total comprehensive loss for the period attributable to:
Owners of the parent company (597) (317) (798)
Non-controlling interest 22 98 32
(575) (219) (766)
Total comprehensive loss for the period from continuing operations
attributable to:
Owners of the parent company (475) (465) (938)
Non-controlling interest - - -
(475) (465) (938)
Total comprehensive loss for the period from discontinued operations
attributable to:
Owners of the parent company (122) 148 140
Non-controlling interest 22 98 32
(100) (246) 172
Tissue Regenix Group plc
Condensed Consolidated Statement of Financial Position
As at 30 June 2025
______________________________________________________________________________________________
Unaudited Unaudited Audited
30 June 30 June 31 December
2025 2024 2024
Notes $'000 $'000 $'000
Assets
Non-current assets
Property, plant and equipment 7,927 8,753 8,115
Right-of-use assets 160 230 194
Intangible assets 16,310 15,207 15,767
24,397 24,190 24,076
Current assets
Inventory 16,696 12,712 14,006
Trade and other receivables 4,115 4,582 4,575
Corporation tax receivable 132 178 190
Cash and cash equivalents 1,075 3,461 1,870
Disposal group held for sale 773 - 629
22,791 20,933 21,270
Total assets 47,188 45,123 45,346
Liabilities
Non-current liabilities
Loans and borrowings (10,430) (9,846) (9,855)
Deferred tax (220) (340) (280)
(10,650) (10,186) (10,135)
Current liabilities
Trade and other payables (6,845) (4,569) (4,856)
Taxation payable (261) (400) (602)
Loans and borrowings (569) (626) (610)
Disposal group held for sale (239) - (87)
(7,914) (5,595) (6,155)
Total liabilities (18,564) (15,781) (16,290)
Net assets 28,624 29,342 29,056
Equity
Share capital 4 15,951 15,951 15,951
Share premium 134,356 134,356 134,356
Merger reserve 16,441 16,441 16,441
Reverse acquisition reserve (10,798) (10,798) (10,798)
Reserve for own shares (1,257) (1,257) (1,257)
Share-based payment reserve 1,212 808 1,069
Cumulative translation reserve (1,511) (1,799) (1,848)
Retained deficit (125,029) (123,663) (124,095)
Equity attributable to owners of the parent company 29,365 30,039 29,819
Non-controlling interest (741) (697) (763)
Total equity 28,624 29,342 29,056
Tissue Regenix Group plc
Condensed Consolidated Statement of Changes in Equity
As at 30 June
2025
Share capital Share premium Merger reserve Reverse acquisition reserve Reserve for own shares Share-based payment reserve Cumulative translation reserve Retained deficit Total Non-controlling interest Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 equity
$'000
At 31 December 2023 (audited) 15,950 134,253 16,441 (10,798) (1,257) 1,088 (1,763) (123,764) 30,150 (795) 29,355
Transactions with owners in their capacity as owners:
Exercise of share options 1 103 - - - - - - 104 - 104
Transfer to retained deficit in respect of exercised options - - - - - (382) - 382 - - -
Share-based payments - - - - - 102 - - 102 - 102
Total transactions with owners in their capacity as owners 1 103 - - - (280) - 382 206 - 206
Loss for the period - - - - - - - (281) (281) 98 (183)
Other comprehensive loss: - - - - - - (86) - (86) - (86)
Currency translation differences
Currency translation differences on discontinued operations - - - - - - 50 - 50 - 50
Total other comprehensive loss for the period - - - - - - (36) - (36) - (36)
Total comprehensive loss for the period - - - - - - (36) (281) (317) 98 (219)
At 30 June 2024 (unaudited) 15,951 134,356 16,441 (10,798) (1,257) 808 (1,799) (123,663) 30,039 (697) 29,342
Transactions with owners in their capacity as owners:
Share-based payments - - - - - 261 - - 261 - 261
Total transactions with owners in their capacity as owners - - - - - 261 - - 261 - 261
Loss for the period - - - - - - - (432) (432) (66) (498)
Other comprehensive loss: - - - - - - (95) - (95) - (95)
Currency translation differences
Currency translation differences on discontinued operations 46 46 96
Total other comprehensive loss for the period - - - - - - (49) - (49) - (49)
Total comprehensive loss for the period - - - - - - (49) (432) (481) (66) (547)
At 31 December 2024 (audited) 15,951 134,356 16,441 (10,798) (1,257) 1,069 (1,848) (124,095) 29,819 (763) 29,056
Transactions with owners in their capacity as owners:
Share-based payments - - - - - 143 - - 143 - 143
Total transactions with owners in their capacity as owners - - - - - 143 - - 143 - 143
Loss for the period - - - - - - - (934) (934) 22 (912)
Other comprehensive income: - - - - - - 482 - 482) - 482
Currency translation differences
Currency translation differences on discontinued operations - - - - - - (145) - (145) - (145)
Total other comprehensive income for the period - - - - - - 337 - 337 - 337
Total comprehensive loss for the period - - - - - - 337 (934) (597) 22 (575)
At 30 June 2025(unaudited) 15,951 134,356 16,441 (10,798) (1,257) 1,212 (1,511) (125,029) 29,365 (741) 28,624
Tissue Regenix Group plc
Condensed Consolidated Statement of Cash Flow
For the six months ended 30 June 2025
______________________________________________________________________________________________________
Unaudited Unaudited Audited
six months six months year
ended 30 June ended 30 June ended 31
2025 2024 December
$'000 $'000 2024
$'000
Operating activities
Loss before taxation from continuing operations (1,017) (63) (564)
Profit before taxation from discontinued operations 45 196 172
(972) 133 (392)
Adjustments for:
Finance income (1) (5) (10)
Finance charges 532 395 923
Depreciation of property, plant and equipment 250 224 431
Depreciation of right-of-use asset 36 71 107
Amortisation of intangible assets 241 225 508
Share-based payments 143 102 363
Unrealised foreign exchange loss/(gain) 108 (31) (20)
Operating cash inflow before movements in working capital 337 1,114 1,910
Increase in inventory (2,592) (2,354) (3,840)
Decrease/(increase) in trade and other receivables 246 (852) (930)
Increase in trade and other payables 2,076 823 1,182
Net cash generated from/(used in) operations 67 (1,269) (1,678)
Research and development tax credits received 72 173 175
Taxation paid (341) (286) (132)
Net cash used in operating activities (202) (1,382) (1,635)
Investing activities
Interest received 1 5 11
Purchase of property, plant and equipment (50) (261) (3,299)
Capitalised development expenditure and purchase of intangible assets
(543) (309) (770)
Net cash used in investing activities (592) (565) (4,058)
Financing activities
Proceeds from exercise of share options - 104 104
Proceeds from/(repayment of) loans and borrowings 555 4,239 (4,253)
Repayment of leases (43) (3,183) (174)
Interest paid on loans and borrowings (489) (351) (819)
Lease interest payments (7) (59) (81)
Other interest payments (18) - (4)
Net cash (used in)/generated from (2) 750 3,279
Net decrease in cash and cash equivalents (796) (1,197) (2,414)
Cash and cash equivalents at beginning of period 2,215 4,650 4,650
Effect of movements in exchange rates on cash held (6) 8 (21)
Cash and cash equivalents at end of period 1,413 3,461 2,215
Continuing operations 1,075 3,461 1,870
Disposal group held for sale 338 - 345
1,413 3,461 2,215
Tissue Regenix Group plc
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2025
1. Basis of preparation
This report was approved by the Directors on X September 2025.
The Company is domiciled in England, and the Company's shares are admitted to
trading on the Alternative Investment Market ('AIM') of the London Stock
Exchange.
The Company has chosen not to adopt IAS 34 Interim financial statements in the
preparation of the condensed consolidated interim financial statements.
The financial statements are presented in United States Dollar ('$'). All
amounts have been rounded to the nearest thousand unless otherwise indicated.
The current and comparative periods to June have been prepared using the
accounting policies and practices consistent with those adopted in the annual
financial statements for the year ended 31 December 2024 and with those
expected to be adopted in the Group's financial statements for the year ending
31 December 2025.
Comparative figures for the period ended 30 June 2024 have been re-presented
as if the discontinued operations had been discontinued from the start of the
comparative year in accordance with IFRS 5 Non-current assets held for sale
and discontinued operations.
Comparative figures for the year ended 31 December 2024 have been extracted
from the statutory financial statements for that period that carried an
unqualified audit report, did not contain a statement under section 498(2) or
(3) of the Companies Act 2006 and have been delivered to the Registrar of
Companies.
The financial information contained in this report does not constitute
statutory financial statements as defined by section 434 of the Companies Act
2006 and should be read in conjunction with the Group's financial statements
for the year ended 31 December 2024. This report has not been audited or
reviewed by the Group's auditors.
2. Segmental information
The following table provides disclosure of the Group's revenue by geographical
market based on the location of the customer:
Unaudited Unaudited Audited
six months six months year ended
ended 30 June ended 30 June 31 December 2024
2025 2024 $'000
$'000 $'000
US x 14,015 27,581
Rest of World x 674 1,065
13,796 14,689 28,646
Subsequent to the operations of GBM-V being classified as discontinued
operations, the Board of Directors has determined that the Group has two
operating segments for internal management, reporting and decision-making
purposes, namely dCELL and BioRinse.
Central overheads, which primarily relate to operations of the Group function,
are not allocated to an operating segment.
Segmental information is presented below.
Unaudited
total
six months
dCELL BioRinse Central ended 30 June
2025 2025 2025 2025
$'000 $'000 $'000 $'000
Income Statement
Revenue 4,002 9,785 9 13,796
Gross profit 1,656 4,105 9 5,770
Depreciation (2) (243) (33) (278)
Amortisation - (225) (16) (241)
Operating profit/(loss) 58 1,057 (1,601) (486)
Net finance charges - (531) - (531)
Profit/(loss) before taxation 58 526 (1,601) (1,017)
Taxation - 60 - 60
Profit/(loss) for the period 58 586 (1,601) (957)
Unaudited
total
six months
dCELL BioRinse Central ended 30 June
2024 2024 2024 2024
$'000 $'000 $'000 $'000
Income Statement
Revenue 4,174 10,515 - 14,689
Gross profit 2,365 5,654 - 8,019
Depreciation (2) (227) (63) (292)
Amortisation - (225) - (225)
Operating profit/(loss) 685 1,146 (1,504) 327
Net finance income/(charges) 3 (393) - (390)
Profit/(loss) before taxation 688 753 (1,504) (63)
Taxation (95) (221) - (316)
Profit/(loss) for the period 593 532 (1,504) (379)
Audited
total
year ended
dCELL BioRinse Central 31 December
2024 2024 2024 2024
$'000 $'000 $'000 $'000
Income Statement
Revenue 7,634 21,012 - 28,646
Gross profit 3,739 9,882 - 13,621
Depreciation (3) (470) (61) (535)
Amortisation - (451) (57) (508)
Operating profit/(loss) 827 2,822 (3,300) 349
Net finance income/(charges) 4 (920) 3 (913)
Profit/(loss) before taxation 831 1,902 (3,297) (564)
Taxation (168) (121) - (289)
Profit/(loss) for the period 663 1,781 (3,297) (853)
3. Loss per Ordinary Share
Basic loss per Ordinary Share is calculated by dividing the net loss for the
period attributable to owners of the parent company by the weighted average
number of Ordinary Shares in issue during the period, excluding own shares
held jointly by the Tissue Regenix Employee Share Trust and certain employees.
Diluted loss per Ordinary Share is calculated by dividing the net loss for the
period attributable to owners of the parent company by the weighted average
number of Ordinary Shares in issue during the period adjusted for the dilutive
effect of potential Ordinary Shares arising from the Company's share options
and jointly owned shares.
The calculation of the basic and diluted loss per Ordinary Share is based on
the following data:
Unaudited Unaudited Audited
Unaudited continuing and Unaudited continuing and discontinued operations Audited continuing and
continuing discontinued continuing six months ended continuing operations discontinued
operations operations operations 30 June year ended operations
six months ended six months ended six months ended 2024 31 December year ended
30 June 30 June 30 June $'000 2024 31 December
2025 2025 2024 $'000 2024
$'000 $'000 $'000 $'000
Losses
Losses for the purpose of basic and diluted loss per Ordinary Share
being net loss for the period attributable to owners of the parent company
(957) (934) (379) (281) (853) (713)
Number Number Number Number Number Number
Number of shares
Weighted average number of Ordinary Shares for the purpose of basic and
diluted loss per Ordinary Share
71,395,635 71,395,635 70,592,615 70,592,615 70,994,026 70,994,026
Basic and diluted, cents per share (1.34) (1.31) (0.54) (0.40) (1.20) (0.96)
Due to the losses incurred from continuing operations in the periods reported,
there is no dilutive effect from the existing share options and jointly owned
shares.
4. Share capital
Unaudited Unaudited Audited
as at as at as at
30 June 30 June 31 December
2025 2024 2024
$'000 $'000 $'000
Allotted issued and fully paid
Ordinary Shares of 0.1 pence 92 92 92
Deferred Shares of 0.4 pence 6,783 6,783 6,783
Deferred Shares of 9.9 pence 9,076 9,076 9,076
15,951 15,951 15,951
The Ordinary Shares are fully paid and entitle the holder to full voting
rights, to full participation and to distribution of dividends.
The Deferred Shares are not listed on AIM, do not give the holders any right
to receive notice of, or to attend or vote at any general meetings and have no
entitlement to receive a dividend or other distribution other than to a return
of capital in the event of a winding up (and only after the holders of the
Ordinary Shares have received the sum of £1 million per share).
Issued Ordinary Share capital
On 27 June 2024, the Company issued 821,167 Ordinary Shares of 0.1 pence each
at a price of 10 pence per share, raising gross proceeds of $103,889
(£82,117), in respect of the exercise of share options.
Movements in Share capital during the period were as follows:
Ordinary shares of Deferred shares of 9.9p Deferred shares of 0.4p
0.1p Number Number
Number
At 1 January 2024 70,574,468 70,357,949 1,171,971,322
Allotment of shares 821,167 - -
At 30 June 2024, 31 December 2024 and 30 June 2025
71,395,635 70,357,949 1,171,971,322
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