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REG - Trellus Health PLC - Final Results

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RNS Number : 9170K  Trellus Health PLC  02 June 2025

 

Trellus Health plc

("Trellus Health", the "Company" or the "Group")

 

Results for the full year ended 31 December 2024

 

LONDON, U.K. AND NEW YORK, U.S. (2 June 2025). Trellus Health plc (AIM: TRLS),
a healthcare technology company delivering innovative, scientifically
validated programs and technologies to improve the management of chronic
conditions, improve health outcomes and lower the costs of care, announces its
audited results for the year ended 31 December 2024.

 

Trellus Health offers a proprietary digital resilience platform that
transforms how people manage complex chronic conditions by driving engagement,
improving adherence and delivering better outcomes. The platform, Trellus
Elevate®, bridges the often-overlooked gap between the mental and physical
impact of chronic health conditions.

 

Operational highlights

·    Business-to-business-to-consumer (B2B2C') agreement signed with a
large US national health plan, focused on IBD condition management

·    Signed licensing agreements with two large pharmaceutical companies,
highlighting the diversification and applicability of Trellus Health's
proprietary resilience-based methodology

·    Increased commercial focus on agreements with pharmaceutical
companies and clinical trial research organisations, where Trellus Elevate®
and resilience-based assessments can provide value for partners

·    Strengthened the Board with the appointments of Kevin Murphy as an
independent Non-executive Director and Chair in June 2024, and Brian Griffin
as an independent Non-executive Director in September 2024

·    In February 2024, Christopher Mills stepped down as Non-executive
Director

·    In June 2024, Dan Mahony stepped down as Non-executive Director and
Chair

 

Financial highlights

·    Net cash of $2.5m (unaudited) at 30 April 2025 (31 December 2024:
$4.3m), with the Company's cash runway extended into October 2025, as
previously disclosed in its March 2025 Trading Update
(https://www.londonstockexchange.com/news-article/TRLS/business-update/16923420)
, based on current contracted revenues only

·    Adjusted EBITDA* loss of $7.2m, in line with management expectations
(31 December 2023: $5.8m loss) with revenue in the period of $114k (31
December 2023 $19k)

·    Cost reductions netted a decrease in average monthly burn from $635k
to $500k, beginning in January 2025

o  Driven partially by reduction in costs related to software development and
technology fees

 

* Earnings before interest, tax, depreciation and amortisation adjusted for
share-based payments

 

Post-period end highlights

·    Agreement signed and launched with Johnson & Johnson ('J&J')
to support a pilot in the US to assess Trellus ElevateTMprogram to support
patients with moderately to severely active IBD

·    Revenue year-to-date is $340k and accounts for currently contracted
revenue only.

·    Expanded and adapted resilience platform to new verticals

·    Renewed Pfizer licensing agreement for our educational content

·    Deepened and advanced pipeline and ongoing commercial discussions
across all verticals

·    Maintained SOC2 Type 2 certification meeting industry standards for
system security and reliability

 

Going Concern

The Group is in the early stages of commercialising its business and generated
revenues of $114,000 related to implementation services and piloting new
patients in the platform.  After the reporting date the Group entered into a
contract with Johnson & Johnson Healthcare Systems, Inc to support a
patient pilot program in the US.  At 31 December 2024, the Group had
available cash resources of $4.3m (2023: $12.2m). The Group's present cash
position, assuming only currently contracted revenue, will provide a runway to
October 2025 and that expectation remains unchanged.

 

In considering the appropriateness of this basis of preparation, the Directors
have prepared financial forecasts and projections for the Group for a minimum
of 12 months from the date of the approval of these financial statements.
There are considerable uncertainties, particularly in relation to the quantum
and timing of cash receipts from revenue, especially revenue from anticipated
contracts. Those financial forecasts and projections have, therefore,
considered sensitivities in relation to both quantum and timing of receipts
and costs.

 

The Directors are taking steps to reduce outgoings and continue to evaluate
all commercial options in a way that maximises its value, including ongoing
discussions with a number of potential commercial partners and discussions
with professional advisers in relation to fund raising options.

 

Having taken into account the information and estimates available at the date
of approval of these financial statements, the Directors consider that the
Group will require additional funding before October 2025 and are taking steps
to put in place such funding arrangements as may be required. If the Directors
are unable to secure sufficient funding they could be forced to take all
necessary steps to reduce outgoings and/or take other actions which could
include the sale of assets or the winding up the Company.

 

The Directors believe that additional funding can be obtained to enable the
Company and the Group to continue in existence for a period of at least 12
months at the date of approval of these financial statements. However, there
is no guarantee that sufficient cash inflows from partnerships, equity
fundraising or other sources will be forthcoming in the timeframe required.
This represents a material uncertainty in relation to the funding arrangements
of the Group which may result in the Company and the Group not being a going
concern.

 

Dr. Marla Dubinsky, Chief Executive Officer of Trellus Health, said: "We have
delivered a strong start to 2025, underpinned by the J&J agreement which
is an important step forward in our commercialization strategy and a clear
validation of our platform's potential. As we grow, adaptability will remain
central to our mission, ensuring we continue to meet the evolving needs of our
partners and those we serve.

 

"The pharmaceutical sector remains a core strategic focus for us, providing
patients with the comprehensive support required to manage these chronic
conditions. The clinical trials sector is another key focus for the Company,
as we aim to accelerate trial timelines and improve efficiency for our
partners, all while driving substantial cost savings.

 

"We continue to allocate our resources thoughtfully and strategically to drive
meaningful commercial traction, while advancing partnership discussions and
actively evaluating all business options to extend our runway. We look forward
to updating the market on our progress in due course."

 

Investor presentation

Marla Dubinsky, CEO, and Joy Bessenger, CFO, will provide a live presentation
on the Company's 2024 Preliminary Results via the Investor Meet Company
platform on Tuesday 3 June 2025 at 11.00am GMT. Investors can sign up to
Investor Meet Company for free and add to meet Trellus Health here:
https://www.investormeetcompany.com/trellus-health-plc/register-investor
(https://urldefense.proofpoint.com/v2/url?u=https-3A__www.investormeetcompany.com_trellus-2Dhealth-2Dplc_register-2Dinvestor&d=DwMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=WovxkIrimZbJDsUY12yOjDzcN9uTu1TmGAhgw0TiZCY&m=u2s_HwtDZpJMmMQPlRU1EP0Zrlad12xhdkQuB9yIHwg&s=JyITwz-8wuTjjFZP5xalEdxGH7mXtK1Ak16pYVSQsAI&e=)

 

 

 For further information please contact:

 

 Trellus Health plc                                          https://trellushealth.com/ (https://trellushealth.com/)
 Dr. Marla Dubinsky, Chief Executive Officer and Co-Founder  Via Walbrook PR
 Joy Bessenger, Chief Financial Officer

 Singer Capital Markets (Nominated Adviser and Broker)       Tel: +44 (0)20 7496 3000
 Jen Boorer / James Todd / Jalini Kalaravy

 Walbrook PR                                                                               Tel: +44 (0)20 7933 8780 or trellus@walbrookpr.com
                                                                                           (mailto:trellus@walbrookpr.com)
 Lianne Applegarth /Alice Woodings / Paul McManus                                          Mob: +44(0)7584 391 303 / +44(0) 7407 804 654 / +44 (0)7980 541 893

 

About Trellus Health plc (www.trellushealth.com)

Trellus Health® (AIM: TRLS) is a healthcare company providing value-based
innovative solutions and services, helping people with chronic conditions take
control of their health through a proven, scientifically validated
self-management solution and continuous, personalised support. Trellus
Health's approach empowers patients to better navigate the emotional and
physical challenges of their conditions, leading to significant cost savings,
enhanced treatment adherence, and long-term, sustainable health outcomes.

 

Trellus Health integrates its proprietary resilience-based methodology with
advanced technology, personalized tools, and expert coaching team to deliver
Trellus Elevate®, a whole-person technology-enhanced condition management
platform. The Company is initially focusing on chronic costly GI conditions
that have a high mental health burden, such as Inflammatory Bowel Disease
(IBD). Among IBD patients, applying the Trellus Elevate® resilience-based
methodology resulted in over 90% fewer hospitalisations and a reduction of
over 70% in emergency room visits. Given the common emotional and mental
health struggles associated with a variety of chronic conditions, Trellus
Health considers its approach to have potential utility and demand across many
conditions.

 

Trellus Health also offers a seamless solution for pharmaceutical partners
from clinical trials to commercialisation, harnessing resilience-based methods
to drive both trial and patient support success by empowering patients to stay
engaged, adhere to their treatment, and manage their health confidently.

 

The Company was founded by Mount Sinai faculty members Marla C. Dubinsky, MD
and Laurie Keefer, PhD, both world-leading experts at treating and healing
both the physical and emotional impacts of IBD and have been innovators for
whole-person healthcare for a combined 50 years.

 

Shares in Trellus Health were admitted to trading on AIM in May 2021, under
the ticker TRLS. For more information, visit: www.trellushealth.com

 

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates',
'expects', 'intends', 'plans', 'believes', 'seeks', 'estimates', and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements.

 

The Company cautions security holders and prospective security holders not to
place undue reliance on these forward-looking statements, which reflect the
view of the Company only as of the date of this announcement. The
forward-looking statements made in this announcement relate only to events as
of the date on which the statements are made. The Company will not undertake
any obligation to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or unanticipated
events occurring after the date of this announcement except as required by law
or by any appropriate regulatory authority.

 

CHAIR STATEMENT

 

2024 saw continued progress for Trellus Health, with the key foundations laid
to enable future growth in the business. The Company made significant steps in
commercialising the delivery of its resilience-based methodology and ensured
that its resources and world-leading expertise can be used at scale to help
people living with lifelong chronic conditions and to generate value for all
our stakeholders.

 

Overview

 

In the first quarter of 2024, the Company signed and launched a key B2B2C
agreement with a large US health plan, where its members with IBD that were
receiving care in two US states would be eligible to receive Trellus
Elevate®. The contract demonstrated the headway made with its
commercialisation strategy.

 

I was also pleased to see the initial delivery of licensing agreements with
two large pharmaceutical companies; one for the use of proprietary
resilience-based assessments in the setting of a clinical trial and the other
for the use of whole-person wellness content. These agreements illustrate the
effectiveness of our go-to market strategy. It also highlights the value of
Trellus Health's proprietary methodology, developed and championed by our
co-founders, and demonstrates how other companies in the healthcare sector can
benefit from understanding the impact of an individual's resilience on a
number of outcomes.

 

Post-period, the Company announced it had entered into an agreement with
Johnson & Johnson Health Care Systems Inc. to support a pilot in the US to
assess the potential for the Trellus Elevate® program to support patients
with moderately to severely active inflammatory bowel disease ('IBD').
Launched earlier this year, the one-year collaboration will provide eligible
patients prescribed J&J therapy access to Trellus Elevate®.

 

A full summary of our progress and achievements made during the year, as well
as further detail on the Company's strategy, are covered in the Chief
Executive Officer's Review.

 

Board and Senior Management Team

 

During the period, we have strengthened the Board and delivered on appointing
a new Director with significant experience of the US managed care industry, a
key strategic focus of the Group.

 

In June 2024, I was appointed Non-executive Chair, following Dr. Daniel
Mahony's orderly transition after his appointment as Managing Director at Novo
Holdings, Inc.

 

In February 2024, the Company announced that Christopher Mills had stepped
down from his role on the Board as a Non-Executive Director.

 

In September 2024, the Company announced the appointment of Brian Griffin as a
Non-Executive Director.

 

In October 2024, the Company appointed Kathleen Williams as Chief Innovation
Officer. Kathleen brings over twenty years of healthcare product development
experience to the Company.

 

In November 2024, Aled Stevenson stepped down from his role as Chief Operation
Officer.

 

I would like to once again place on record my thanks to Dan, Christopher and
Aled for their significant contributions to the Company.

 

Outlook

 

I have been pleased to see the progress made by the entire Trellus Health team
during 2024 that has translated into visible commercial traction in 2025.
Despite the challenging market conditions, the Company has delivered and
evolved its core strategy to include pharma and clinical trials, as evidenced
by its agreement with Johnson & Johnson, announced post-period. This is
the most significant commercial contract to date while managing the Group's
expenditure and resources to sharpen its focus on the largest commercial
opportunities.

 

As we continue to scale the business, both through expanding existing
agreements and by utilising data from our pilot programs to secure new
partnerships, Trellus Health's resilience-based methodology is increasingly
being recognised by potential partners across our verticals as a valuable
tool. As we continue our commercial partnering discussions, explore available
commercial options and other avenues of extending our cash runway, as well as
the depth of our pipeline, I am confident that the Company will be able to
achieve additional commercial traction and build value for all our
stakeholders.

 

I would like to thank the team for their tireless hard work over the course of
the year and our shareholders for their continued support.

 

Kevin L. Murphy, Jr.

Non-executive Chairman

 

CEO's Statement

 

In 2024, Trellus Health underwent a significant transformation, achieving
several key milestones that advanced both our strategic vision and commercial
execution. We strengthened our business model, enhanced the Trellus Elevate®
platform experience and successfully put our enterprise-level solution to
work. During the year, we signed our first commercial-scale pilot with a
leading U.S. health plan, marking a pivotal step forward in our B2B2C
go-to-market strategy. Through continued disciplined cash management, we
remained focused on commercial traction, which led to the signing of a second
commercial-scale pilot with J&J in early 2025. This important
collaboration expands access to Trellus Elevate®, bringing our wraparound
support to more individuals managing Inflammatory Bowel Disease (IBD) than
ever before.

 

Commercial progress

 

Our business model has evolved its strategic focus toward executing agreements
with pharmaceutical companies, clinical trial organizations, integrated health
payor systems, and large employers. Through these partnerships, we make
Trellus Elevate® available to individuals diagnosed with IBD, with the goal
of improving treatment adherence, enhancing engagement and retention, reducing
healthcare costs, and ultimately driving better outcomes.

 

In February 2024, Trellus Health signed an agreement with a major US health
plan, focused IBD condition management. The agreement, intended to run for up
to 21 months, during which time members of the health plan with IBD that are
receiving care in two US states will be eligible for participation in the
Trellus Elevate IBD program.

 

The initial six-month enrollment phase was extended through the end of 2024.
That phase has now concluded, and the program is closed to new participants.
Trellus Health will continue supporting existing enrolled members through the
remainder of their individualized resilience program, or until the agreement
concludes in November 2025, whichever comes first.

 

Whilst, as previously announced, the number of enrolled members were limited,
positive outcomes from these members have been seen. There was an 89% increase
in resilience-associated behaviors, and 78% reported greater confidence in
managing their condition at the three-month mark.

 

Post-period, in January 2025
(https://www.londonstockexchange.com/news-article/TRLS/agreement-with-johnson-johnson/16850506)
, we announced a key commercial milestone: a pilot agreement with Johnson
& Johnson Health Care Systems Inc. This one-year collaboration will
evaluate the Trellus Elevate® program's impact on supporting individuals with
moderately to severely active IBD who are prescribed a J&J therapy in the
U.S. We launched the pilot earlier this quarter and are ramping up enrollment.

 

We remain focused on driving commercial momentum and expanding our footprint
through strategic partnerships-particularly within the pharmaceutical
vertical-to enhance patient support for approved therapies and improve
recruitment, engagement, and retention in clinical trials, where low
resilience remains a key barrier to timely and successful completion.

 

Licensing agreements

 

In 2024, we signed our first two licensing agreements with pharmaceutical
industry partners, marking an important step in the commercialization of our
resilience-based methodology. One agreement supports the use of our
proprietary resilience assessments within a clinical trial setting, while the
other licenses customized self-efficacy educational content. These agreements
reflect growing recognition of the value of scientifically validated tools to
assess and build resilience, not only in chronic condition management, but
also in understanding how resilience influences both subjective and objective
responses to therapy. While initial revenues from these agreements were
modest, as anticipated, they, alongside our collaboration with J&J,
underscore the broader potential and appeal of Trellus Health's proprietary
resilience platform, programs, and assessments across the pharmaceutical
sector.

 

 

Enhancing the user and partner experience

 

Throughout 2024, we made significant enhancements to the Trellus Elevate®
platform across both member-facing and client-facing applications.

 

Under the leadership of our Chief Technology Officer, Jamey Hancock, and Chief
Information Officer, Kathleen Williams, we optimized the member registration
experience by launching a more seamless and efficient onboarding portal. Each
partner now benefits from a customized portal, improving the ease of access
for eligible members and strengthening partner integration.

 

We also introduced key updates to the Trellus Elevate® resilience curriculum,
including newly developed and refined courses, skills, and lessons all
designed to foster resilience and support meaningful behavioral change. These
enhancements have led to improved user engagement and sustained interaction
with the platform.

 

Post-period, we successfully re-certified our SOC 2 Type 2 designation, a gold
standard accreditation reflecting the strength of our security, processing
integrity, and privacy practices for Trellus Elevate®. This certification
reinforces our ongoing commitment to compliance and data protection, which is
critical to maintaining trust with both clients and end users.

 

Looking ahead to 2025, we plan to further strengthen our technology
infrastructure by tailoring and scaling the platform to support additional
chronic conditions and population-specific needs. Thanks to prior strategic
investments in our technology stack, these enhancements can be achieved
efficiently and with modest incremental spend. This scalability helps us to
expand our commercial reach and appeal to a broader base of potential
partners.

 

Financial position and current trading

 

As of 31 December 2024, Trellus Health's net cash position was $4.34 m (31
December 2023: $12.2m). Our adjusted EBITDA loss for the year was $7.2m (2023:
$5.8m), in-line with management expectations. Through our disciplined cash
management and prioritization of resources, we were able to extend our
expected cash runway until October 2025.

 

We maintained strong discipline in our cash management throughout 2024, having
reduced our average monthly burn from $635k to $500k in 2025 year to date.
This was done through several paths, including reducing reliance on outsourced
software development, as we move from build to enhancement and renegotiating
related contracts. I remain confident that we are well-positioned to deliver
further commercial progress and revenue growth as we continue discussions
regarding commercial partnerships across our verticals and pursue all other
options open to us to extend our cash resources.

 

Due to our capital investment over prior periods, we have built a highly
scalable, enterprise-grade platform tailored for commercial scale
partnerships. In 2025, we anticipate further reductions in our operating
expenditure, even as we expand our go-to-market strategy within the
pharmaceutical sector. Whilst success is not guaranteed, we believe there is a
reasonable expectation of continued progress.

 

Our platform enhancements reflect our unwavering commitment to delivering an
exceptional experience for both users and partners-one that supports improved
treatment adherence, sustained engagement, meaningful behavior change, better
health outcomes, and reduced healthcare costs.

 

The strategic prioritization of our core offerings, along with our expansion
beyond health plans into pharmaceutical partnerships, marks a pivotal
evolution in Trellus Health's growth strategy. We continue to thoughtfully and
carefully channel our existing resources toward meaningful commercial
traction, while exploring every opportunity to extend our cash resources. Our
pipeline has expanded, and our ongoing discussions continue to move forward
across our commercial verticals.  We look forward to updating our
shareholders on our progress in due course.

 

Outlook

 

2025 started on a strong note, marked by the J&J agreement, an important
step forward in our commercialization strategy and a clear validation of our
platform's potential. As we grow, adaptability will remain central to our
mission, ensuring we continue to meet the evolving needs of our partners and
those we serve.

 

 Dr. Marla Dubinsky
 Chief Executive Officer and Co-Founder

 

 

 

 

 

Consolidated Income Statement

for the year ended 31 December 2024

 

                                                                        2024     2023
                                                                 Notes  $'000    $'000
 Revenue                                                                114      19
 Cost of Sales                                                          -        -
 Gross Profit                                                           114      19
 Administrative Expenses                                                (8,141)  (6,822)
 Operating Loss                                                         (8,027)  (6,803)
 Depreciation, amortization and impairment                              865      957
 Share-based payments                                            9        13     24
 EBITDA before exceptional items and share-based payments               (7,149)  (5,822)
 Finance Income                                                         245      464
 Loss before Income Tax                                                 (7,782)  (6,339)
 Income Tax Charge                                                      -        -
 Loss for the Year                                                      (7,782)  (6,339)
 Loss per share

 Basic and Diluted (US $)                                        10     (0.05)   (0.04)
 The results reflected above relate to continuing operations.
 Consolidated Statement of Comprehensive Income

 for the year ended 31 December 2024
                                                                        2024     2023
                                                                        $'000    $'000
 Loss for the year                                                      (7,782)  (6,339)
 Items that may be subsequently reclassified to profit and loss
 Currency translation differences                                       35       724
 Total comprehensive loss for the year                                  (7,747)  (5,615)

 

 

 

 

 

 

 

 

Consolidated Statements of Financial Position

At 31 December 2024

 

 

                                                 Group     Group
                                                 2024      2023

                                         Notes   $'000     $'000
 Assets
 Non-Current Assets
 Property, plant, and equipment          5       13        35
 Intangible Assets                       6       7,616     7,923
 Investments                                     -         -

 Total Non-Current Assets                        7,629     7,958
 Current Assets
 Trade receivables and prepaid expenses          165       163
 Cash and cash equivalents                       4,344     12,166

 Total Current Assets                            4,509     12,329

 Total Assets                                    12,138    20,287
 Share Capital and Equity
 Share Capital                                   137       137
 Share Premium                           7       43,387    43,387
 Share-based Payment Reserve             8       238       225
 Foreign Currency Reserves                       (2,400)   (2,435)
 Retained Earnings                               (29,595)  (21,813)

 Total Equity                                    11,767    19,501
 Liabilities

 Current Liabilities

 Trade and other payables                        371       786

 Total Liabilities                               371       786

 Total Equity and Liabilities                    12,138    20,287

 

 

 

 

 

 

 

 

Consolidated Statement of Cash Flows for the year ended 31 December 2024

 

                                                            Group     Group
                                                     2024   2023
                                                     Notes  $'000     $'000
 Cash Flow from Operating Activities
 Operating loss for the year                                (8,027)   (6,803)
 Adjustments for:
 Depreciation and amortisation                              864       716
 Impairment of Intangibles                                  -         241
 Share-based payment expense                                13        24
                                                            (7,149)   (5,882)
 Decrease/(Increase) in trade and other receivables

                                                            (2)       120
 (Decrease)/Increase in trade and other payables

                                                            (415)     (36)
 Interest received                                          245       464
 Net cash outflow from operating
 activities                                                 (7,321)   (5,274)
 Cash Flow from Investing Activities
 Purchases of plant, property and
 equipment                                                  -         -
 Purchases of intangible assets                             (540)     (2,351)
 Net cash outflow from investing
 activities                                                 (540)     (2,351)

 Cash Flow from Financing Activities
 Net proceeds from issue of ordinary
 shares                                                     -         -
 Net cash Inflow from financing
 activities                                                 -         -
 Net Decrease in Cash and Cash Equivalents

                                                            (7,861)   (7,625)

 Cash and Cash Equivalents at the
 Beginning of the Year                                      12,166    19,085

 Exchange gain/(loss) on Cash and Cash
 Equivalents                                                39        (706)
 Cash and Cash Equivalents at the
 End of the Year                                            4,344     12,166

Consolidated Statement of Changes in Equity

                                               Share    Share            Other     Foreign Currency  Retained
                                               Capital  Premium Account  Reserves  Reserve           Earnings  Total
 Consolidated                           Notes  $'000    $'000            $'000     $'000             $'000     $'000
 At 1 January 2023                             137      43,387           201       (3,159)           (15,474)  25,092
 Comprehensive Income
 Loss for the year                             -        -                -         -                 (6,339)   (6,339)
 Currency translation differences              -        -                -         724               -         724
 Total Comprehensive Loss for the Year         -        -                -         724               (6,339)   (5,615)
 Share based payment reserve                   -        -                24        -                 -         24
 Balance at 31 December 2023 and
 At 1 January 2024                             137      43,387           225       (2,435)           (21,813)  19,501
 Comprehensive Income
 Loss for the year                             -        -                -         -                 (7,782)   (7,782)
 Currency translation differences              -        -                -         35                -         35
 Total Comprehensive Loss for the Year         -        -                -         35                (7,782)   (7,747)
 Share Based Payment Reserve                   -        -                13        -                 -         13
 Balance at 31 December 2024                   137      43,387           232       (2,400)           (29,595)  11,767

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

 

 

1.    General Information

 

The Company is a public limited company incorporated in England and Wales and
domiciled in the UK. The address of the registered office is 201 Temple
Chambers, 3-7 Temple Avenue, London EC4Y 0DT.

 

The principal activity of the Company is the delivery of resilience- driven
programs for the management of complex chronic conditions.

 

The Company was incorporated as Trellus Health Limited on 15 July 2020 as a
private company and on 28 May 2021 the Company was re-registered as a public
company and changed its name to Trellus Health PLC is listed on the
Alternative Investment Market (AIM) at London Stock Exchange.

 

2.    Summary of material accounting policies

 

The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. The policies have been
consistently applied throughout all years presented, unless otherwise stated:

 

Going Concern

 

The financial statements have been prepared on the going concern basis.

 

The Group is in the early stages of commercialising its business and generated
revenues of $114,000 related to implementation services and piloting new
patients in the platform.  After the reporting date the Group entered into a
contract with Johnson & Johnson Healthcare Systems, Inc to support a
patient pilot program in the US. Management considers that contract to
represent a significant first step towards building substantial revenue run
rate from condition management in the critical pharmaceutical vertical.

 

At 31 December 2024, the Group had available cash resources of $4.3m (2023:
$12.2m). The Group has previously guided that its present cash position,
assuming only currently contracted revenue, will provide runway to October
2025 and that expectation remains unchanged.

 

In considering the appropriateness of this basis of preparation, the Directors
have prepared financial forecasts and projections for the Group for a minimum
of 12 months from the date of the approval of these financial statements.
There are considerable uncertainties, particularly in relation to the quantum
and timing of cash receipts from revenue, especially revenue from anticipated
contracts. Those financial forecasts and projections have, therefore,
considered sensitivities in relation to both quantum and timing of receipts
and costs.

 

The Directors are taking steps to reduce outgoings and continue to evaluate
all commercial options in a way that maximises its value, including ongoing
discussions with a number of potential commercial partners and discussions
with professional advisers in relation to fund raising options.

 

Having taken into account the information and estimates available at the date
of approval of these financial statements, the Directors consider that the
Group will require additional funding before October 2025 and are taking steps
to put in place such funding arrangements as may be required. If the Directors
are unable to secure sufficient funding they could be forced to take all
necessary steps to reduce outgoings and/or take other actions which could
include the sale of assets or the winding up the Company.

 

The Directors believe that additional funding can be obtained to enable the
Company and the Group to continue in existence for a period of at least 12
months at the date of approval of these financial statements. However, there
is no guarantee that sufficient cash inflows from partnerships, equity
fundraising or other sources will be forthcoming in the timeframe required.
This represents a material uncertainty in relation to the funding arrangements
of the Group which may result in the Company and the Group not being a going
concern.

 

The financial statements do not include any adjustments which would be
necessary should the Company and the Group be unable to remain a going
concern.

 

Basis of Preparation

The financial statements of Trellus Health PLC, both Group and the Parent
Company, have been prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006.

 

The consolidated financial statements have been prepared under the historical
cost convention.

 

While the financial information included in this preliminary announcement has
been prepared in accordance with the recognition and measurement criteria of
IFRS, this announcement itself does not itself contain sufficient information
to comply with IFRSs. The Group will publish its full annual report containing
audited financial statements for the year ended 31 December 2024 and a notice
to shareholders of the Group's Annual General Meeting ("AGM") which will be
available on the Company's website at www.trellushealth.com
(http://www.trellushealth.com) and at the Group's registered office at is 201
Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT.

 

The following standards became effective in the year but had no material
impact on the consolidated financial statements for the year ended 31 December
2024 and no retrospective adjustments were required.

 

·    Classification of liabilities as Current or Non-Current and
Non-current Liabilities with Covenants - Amendments to IAS 1 Presentation of
Financial Statements

·    Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Disclosures - Supplier Finance

·    IFRS S1** General Requirements for Disclosure of
Sustainability-related Financial Information

·    IFRS S2** Climate-related Disclosures

 

** The implementation and the effective dates of IFRS Sustainability
Disclosure Standards are subject to local regulation and have yet not been
adopted by the UK.

 

The Group and Company has not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective and the Group does not
believe any of such standards and or amendments will have a significant impact
on the Group's and Company's results of operations and financial position in
the period of initial application.

 

The Group has not early adopted any standard, interpretation or amendment that
has been issued but is not yet effective and the Group does not believe any of
such standards and or amendments will have a significant impact on the Group's
results of operations and financial position in the period of initial
application.

Relevant Standards/Amendments thereto not yet effective for the financial
statements for the year ended 31 December 2024:

·    IFRS 18 "Presentation and Disclosure in Financial Statements" - ASB
effective date 1 January 2027.

·    IFRS 19 "Subsidiaries without Public Accountability: Disclosures"-
IASB effective date 1 January 2027.

·    IFRS 9 and IFRS 7. "Amendments to the Classification and Measurement
of Financial Instruments "- IASB effective date 1 January 2026

 

 

Basis of consolidation

 

The consolidated financial statements present the results of the Company and
its subsidiaries ("the Group") as if they formed a single entity. Intercompany
transactions and balances between group companies are therefore eliminated in
full.

 

The consolidated financial statements incorporate the results of business
combinations using the acquisition method.  In the statement of financial
position, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the consolidated
statement of profit or loss and other comprehensive income from the date on
which control is obtained. They are deconsolidated from the date on which
control ceases.

 

 

3.    Tax Expense

                                               2024                               2023
                                               $'000                              $'000
 Current tax expense
 Current tax on loss for the year                                 -                                  -
 Total Current Tax                                                -                                  -
 Deferred Tax Asset
 On losses generated in the year                                  -                                  -
 Total Deferred Tax                                               -                                  -

 

The reasons for the difference between the actual tax charge for the year and
the standard rate of corporation tax in the United Kingdom applied to profits
for the year are as follows:

                                                                                  2024     2023
                                                                                  $'000    $'000

   Loss for the period                                                            (7,782)  (6,339)

   Tax using the Company's domestic tax rate of 19%                               (1,479)  (1,204)
   Expenses not deductible for tax purposes                                       78       90
   Depreciation, amortisation and impairment that are not deductible for tax      62       174
   purposes
   Unrecognised deferred tax assets                                               1,339    940
   Total tax expense                                                              -        -

The unrecognised deferred tax relates to two elements: the unrecognised
deferred tax arising on share-based payments of US $238,000 and unrecognised
deferred tax on taxable losses of US $6.2m million (2023 - US $4.8m), based on
total taxable losses carried forward of US $37.2m (2022 - US $25m). No
deferred tax asset is recognised for these losses due to early stage in the
development of the Group's activities. The losses do not expire but can only
be used against trading profits from the same trade.

 

4.    Loss per share

                                       2024         2023
 Numerator                             $'000        $'000
 Loss for the period                   (7,782)      (6,339)
 Denominator                           Number       Number
 Weighted average # of shares          161,508,333  161,508,333
 Resulting Loss per Share ($)          (0.05)       (0.04)

 

The Company has one category of potential ordinary share, being share options.
The potential shares were not dilutive in the period as the Group made a loss
per share in line with IAS 33.

 

 

 

5.    Property, plant and equipment

                                                                     Group            Company
                                                                     US $'000         US $'000
 Cost
 At 1 January 2023 and 31 December 2023                              93               2

 Depreciation
 At 1 January 2023                                                   (35)             -
 Charge for the year                                                 (23)             (1)
 At 31 December 2023                                                 (58)             (1)

 Net Book value at 31 December 2023                                  35               1

 Cost
 At 1 January 2024 and 31 December 2024                                        93            2

 Depreciation
 At 1 January 2024                                                   (58)             (1)
 Charge for the year                                                 (22)             (1)
 At 31 December 2024                                                 (80)             -

 Net Book value at 31 December 2024                                  13               -

 

 

 

6.    Intangible Assets

                                                              Group                            Group                           Group                Company
                                                              Software Development             Licence                         Total                Total
                                                              US $'000                         US $'000                        US $'000             US $'000
 Cost
 At 1 January 2023                                                            6,710                           435                      7,145                  435
 Additions                                                    2,351                            -                               2,351                -
 Foreign currency difference                                               -                            18                          18                      18
 At 31 December 2023                                                       9,061                               453                  9,514                   453

 Depreciation
 At 1 January 2023                                                            (615)                           (42)                     (657)                  (42)
 Chage for the year                                                         (651)                       (42)                         (693)                  (42)
 Impairment charge                                                          (241)                             -                      (241)                    -
 At 31 December 2023                                                        (1,507)                           (84)                   (1,591)                (84)

 Net Book Value at 31 December 2023                                        7,554                               369                  7,923                   369

 Cost
 At 1 January 2024                                                         9,061                         453                        9,514                   453
 Additions                                                                 540                                 -                    540                       -
 Foreign currency difference                                                    -                       (4)                            (4)                  (4)
 At 31 December 2024                                                       9,601                               449                  10,050                  449

 Depreciation
 At 1 January 2024                                                            (1,507)                         (84)                     (1,591)                (84)
 Charge for the year                                                        (801)                       (42)                         (843)                  (42)
 Impairment charge                                                                                            -                                               -
 At 31 December 2024                                                        (2,308)                           (126)                  (2,434)                (126)

 Net Book Value at 31 December 2024                                        7,293                               323                  7,616                   323

 

The licence was acquired from Icahn School of Medicine at Mount Sinai on 19
August 2021 for rights to intellectual property and data to support the GRITT
technology.

 

Capitalised development costs in relation to the Group's software platform has
been reviewed for indicators of impairment and there is no impairment deemed
necessary.

 

 

7.    Share capital

                                     2024         2024   2023
                                     Number       $'000  $'000
   Ordinary shares of £0.0006 each   161,508,333  137    137

 

 

8.    Share-based payment

 

On 1 January 2021, the Board adopted the Share Option Plan to incentivise
certain of the Group's employees and Directors. The Share Option Plan provides
for the grant of both EMI Options and non-tax favoured options. Options
granted under the Share Option Plan are subject to exercise conditions as
summarised below.

 

The Share Option Plan has a non-employee sub-plan for the grant of Options to
the Company's advisors, consultants, non-executive directors, and entities
providing, through an individual, such advisory, consultancy, or office holder
services and a US sub-plan for the grant of Options to eligible participants
in the Share Option Plan and the Non-Employee Sub-Plan who are US residents
and US taxpayers.

 

The options vest equally over twelve quarters from the grant date or 25% after
twelve months and over eight quarters equally thereafter. If options remain
unexercised after the date one day before the tenth anniversary of grant such
options expire. The options are subject to exercise conditions such that they
shall, subject to certain exceptions, vest in instalments over the three years
immediately following the date of grant, which vesting shall accelerate in
full in the event of a change of control of the Company.

 

During the year ended 31 December 2024, the Company granted 3,015,000 options
to Directors and senior employees with the exercise price of $0.18 per share.
For some of these options the vesting period was backdated to 1 October 2023.

 

The fair value of the options granted during the year was calculated using the
Black-Scholes pricing model and totaled $18,000. The inputs in the model were
as follows:

 Number of Options                 3,015,000
 Share price at the date of grant  $0.04
 Exercise price                    $0.18
 Term                              10 years
 Expected exercise date            On expiry
 Dividend yield                    0%
 Annual risk-free rate             4.1%
 Volatility                        70.4%

 

Details of the share options outstanding during the year are as follows:

 

                              2024                  2023
                              Weighted              Weighted
                              Average               Average
                              Exercise   2024       Exercise   2023
                              price ($)  Number     price ($)  Number
 Outstanding at 1 January     0.38       2,830,000  0.39       3,255,0000
 Granted during the period    0.18       3,015,000  -          -
 Forfeited during the period  0.19       (350,000)  0.30       (425,000)
 Outstanding at 31 December   0.28       5,495,000  0.38       2,830,000
 Exercisable at 31 December   0.33       3,741,459  0.35       2,427,917

 

 

Share options outstanding as at 31 December 2024 have the following exercise
prices and remaining contractual life:

 Year of grant  Number of options  Weighted average exercise price ($)  Weighted average remaining contractual life

                                                                        (years)
 2021 Options   2,230,000                 0.36                                   6.20
 2022 Options   583,333                   0.50                                   7.32
 2023 Options   2,681,667                 0.18                                   8.76
                5,495,000                 0.28                                   7.57

 

 

9.    Related Party Transactions

 

Outside of the remuneration previously disclosed in the report of the
remuneration committee, there are no transactions (or balances held) with any
related parties during the year.

 

10.  Events after the reporting date

 
 
 
 

          There have been no events subsequent to the period end that
require disclosure in these financial statements.

 

11.  Contingent Liability

 

During December 2024, the Company received an employment tribunal claims for
the underpayment of notice pay (and pension contributions), underpayment of
accrues unused holiday pay, unfair dismissal, failure to provide a statement
of employment terms and failure to provide a written reason for dismissal. The
total sum claimed is not particularised but is subject to a statutory cap of
approximately £60,000 ($75,000). The Company is defending the claim and it is
disputed on a number of jurisdictional and factual grounds.

 

12.  Redundancy

 

Aled Stevenson (former Chief Operating Officer) left the business by reason of
redundancy on 31 October 2024. Mr. Stevenson received his contractual and
legal entitlements as well as an enhanced redundancy payment.

 

13.  Impairment of intercompany receivables

 

During the year, the Company recognized a full impairment loss on its
intercompany debtor balance with Trellus Health Inc. The intercompany debtor
balance held under amortised cost was assessed for impairment using the
general approach under IFRS 9. The assessment considered both historical
credit loss experience and forward-looking information, including the
financial position of Trellus Health Inc.

 

As a result of the impairment assessment, an impairment loss of USD
$24,235,356 was recognized in the statement of profit or loss under
Exceptional Items. The carrying amount of the intercompany debtor balance has
been reduced to $7,616k in the statement of financial position.

 

 

 

EXCERPT FROM INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRELLUS HEALTH Plc

 

Opinion

We have audited the financial statements of Trellus Health Plc (the "Company")
and its subsidiary undertaking (the Group) for the year ended 31 December
2024, which comprise:

·   the consolidated income statement for the year ended 31 December 2024;

·   the consolidated statement of comprehensive income for the year ended 31
December 2024;

·   the consolidated and Company statements of financial position as at 31
December 2024;

·   the consolidated and Company Statements of cash flows for the year then
ended;

·   the consolidated and Company statements of changes in equity for the
year then ended; and

·   the notes to the financial statements, including a summary of material
accounting policies.

The financial reporting framework that has been applied in the preparation of
the financial statements is applicable law and UK adopted International
Accounting Standards.

In our opinion the financial statements:

·     give a true and fair view of the state of the Group's and of the
Company's affairs as at 31 December 2024 and of the Group's loss for the year
then ended;

·     have been properly prepared in accordance with UK adopted
International Accounting Standards.

·     have been prepared in accordance with the requirements of the
Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

 

Material uncertainty related to going concern (key audit matter)

We draw attention to the section headed Going Concern in note 2 to the
financial statements, which details the factors the directors have considered
when assessing the going concern basis of preparation. As detailed in the
relevant note, the directors' projections indicate sufficient available funds
through to, approximately, October 2025 based on current contracted revenues.
The Group will require additional funding before that time in order to
continue as a going concern. At the date of approval of these financial
statements the directors are seeking to put in place the funding arrangements
which are required but such arrangements are not presently committed and there
is no certainty that sufficient funds will be raised to enable the Company and
the Group to continue as a going concern. This represents a material
uncertainty in relation to the Company's funding arrangements that may cast
significant doubt on the ability of the Company and the Group to continue as a
going concern. Our opinion is not modified in respect of this matter.

 

In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group's and Company's ability to continue to adopt the going
concern basis of accounting included;

 

·     Reviewing management's forecasts for the Group covering a period of
at least twelve months from the date of approval of the consolidated financial
statements;

·     Checking the numerical accuracy of management's forecasts;

·     Challenging management on the assumptions underlying those forecasts,
including the elements of expenditure that are discretionary;

·     Obtaining the most recent available financial information following
the year end to assess how management is progressing against the forecasts;

·     Discussing with directors and their capital markets advisers as to
how the directors intend to raise the funds necessary to continue as a going
concern in the required timeframe;

·     Making enquiries of management as to its knowledge of events or
conditions beyond the period of their assessment that may cast significant
doubt on the Group's ability to continue as a going concern; and

·     Assessing the completeness and accuracy of the matters described in
the going concern disclosure as set out in note 2.

 

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