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RNS Number : 7093L ValiRx PLC 06 June 2025
ValiRx PLC
("ValiRx" or the "Company")
Final Results & Notice of AGM
London, UK - ValiRx Plc (AIM: VAL), a life sciences company focusing on
early-stage cancer therapeutics and women's health, announces its audited
results for the year ended 31 December 2024.
Highlights
Operational Highlights:
· Extension of Dundee evaluation agreement with £50,000 grant from the
Queen Mary University London Impact Fund.
· Grant funding secured to progress Cytolytix and Inaphaea programmes
through Open University Knowledge transfer and Higher Education Innovation
Fund schemes.
· Completion of Stingray evaluation agreement with negotiations
underway for follow up underway post period.
· Termination of Barcelona and evaluation agreement.
· Initiation of strategic review to identify operational efficiencies
and cost savings culminating in post period reductions of approximately £200,
000 in staffing costs.
· £49, 775 revenue from Inaphaea reflecting first payment of a
multiphase contract and first sale of Assay ready reagents from Biobank bank.
Financial Highlights:
* Research and developments costs of £245,163 for the year ended 31 December
2024 as compared to £383,362 in 2023, a reduction of £138,199 with cost
savings due to reduced outsourced activities.
* Administrative expenses of £1,976,283 for the year ended 31 December 2024 as
compared to £1,886,401 in 2023, an increase of £89,882 reflecting increase
staff costs and compensation paid and intellectual property costs.
* Total comprehensive loss for the year ended 31 December 2024 of
£1,915,693 as compared to £2,037,701 in 2023, and a loss per share of
1.45p as compared to 2.01p in 2023.
* Cash balance at 31 December 2024 of £1,555,986 as compared to £174,684 in
2023.
Material uncertainty relating to going concern
The Auditors have drawn attention to the policy on Going Concern within note 2
to the financial statements, which indicates that the accounts have been
prepared on the going concern basis. The Board has referred to the fact that
the Group and Parent Company are reliant on future fund raisings to continue
their activities as budgeted. Should future fund raisings be unsuccessful,
this may cast significant doubt on the Group and parent Company's ability to
continue as a going concern. The Auditors opinion is not modified in respect
of this matter. The full Auditor's report is contained in the Company's Annual
Report.
Notice of AGM
The Company's Annual General Meeting ("AGM") will be held at 11:00 am on 30
June 2025 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane,
London EC4R 3TT. A copy of the Company's annual report and accounts, together
with the Notice of AGM, have been posted to all shareholders and will shortly
be available on the Company's website www.valirx.com
(https://cairnfin.sharepoint.com/Users/markslaptop/Dropbox%20(Personal)/ValiRx/Announcements/RNS/2024%20Final%20Results/Older/Embargoed/Latest/www.valirx.com)
.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). The Directors of the Company
take responsibility for this announcement.
*** ENDS ***
Engage with the ValiRx management team directly by asking questions, watching
video summaries and seeing what other shareholders have to say. Navigate to
our Interactive Investor hub here: https://valirx.com/s/cc8ef3
(https://valirx.com/s/cc8ef3)
For more information, please contact:
Investor questions on this announcement https://valirx.com/link/MrDAkP
We encourage all investors to share questions
on this announcement via our investor hub
ValiRx plc Tel: +44 115 784 0025
www.valirx.com (http://www.valirx.com)
Dr Mark Eccleston, CEO Mark.Eccleston@valirx.com
Cairn Financial Advisers LLP (Nominated Adviser) Tel: +44 (0) 20 7213 0880
Liam Murray / Ludovico Lazzaretti
Shard Capital Partners LLP (Sole Broker) Tel: +44 (0) 20 7186 9000
Damon Heath
V Formation (Public Relations) +44 (0) 115 787 0206
www.vformation.biz (http://www.vformation.biz)
Lucy Wharton - Senior PR Executive
Sue Carr - Director lucy@vformation.biz
sue@vformation.biz
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Notes for Editors
About ValiRx
ValiRx is a life science company focused on early-stage cancer therapeutics
and women's health, accelerating the translation of innovative science into
impactful medicines to improve patient lives.
ValiRx provides the scientific, financial, and commercial framework for
enabling rapid translation of innovative science into clinical development.
Using its extensive and proven experience in research and drug development,
the team at ValiRx selects and incubates promising novel drug candidates and
guides them through an optimised process of development, from pre-clinical
studies to clinic and investor-ready assets.
ValiRx connects diverse disciplines across scientific, technical, and
commercial domains, with the aim of achieving a more streamlined, less costly,
drug development process. The team works closely with carefully selected
collaborators and leverages the combined expertise required for science to
advance.
Lead candidates from ValiRx's portfolio are outlicensed or partnered with
investors through ValiRx subsidiary companies for further clinical development
and commercialisation.
ValiRx listed on the AIM Market of the London Stock Exchange in October 2006
and trades under the ticker symbol: VAL.
For further information, visit: www.valirx.com (http://www.valirx.com)
Chairman and Chief Executives Report for the year ended 31 December 2024
In our first joint Annual report, we would like to take the opportunity to
review a significant year of transition for ValiRx.
The transition was initiated by several changes to the Board, including the
appointments of a new Chairman and CEO followed by the appointment of Cathy
Tralau-Stewart, our Chief Scientific Officer, to the Executive Board in August
2024.
We then undertook an immediate review of the business focussing on the
scientific and commercial strategy and business model for Inaphaea Biolabs
Limited ("Inaphaea"), a wholly owned subsidiary of the Company. The outcome of
this review was implemented across the second half of the year and into the
first quarter of 2025. In addition to identifying several cost-reduction
measures involving external service providers, we faced the difficult decision
to restructure the organisation. This restructuring aimed to optimise
efficiency and reduce cash burn, which unfortunately led to fewer available
positions within the Company. In December 2024, the Inaphaea team was reduced
by one Senior Scientist, and, after a redundancy consultation process, three
additional positions were eliminated across the Group post-period end.
A Senior Director of Research was recruited and joined the team post period to
replace our part-time CSO, Cathy Tralau-Stewart. Cathy transitioned to a
Non-Executive Director and Adrian de Courcey stepped down as a Non-Executive
Director, streamlining the board to two Executive Directors, one Non-Executive
Director, and a Non-Executive Chairman. The operational overhaul was completed
in March 2025, with the hiring of a new technician to support Inaphaea. These
combined changes represent a saving of £200,000 in salaries going forward.
As part of the Group operational review, we also looked at Inaphaea's business
model. Inaphaea saw some significant milestones throughout 2024 including the
signing of two, multiphase, service contracts including its first US contract.
This immune-oncology focussed service contract leveraged Inaphaea's biobank
RNA-seq data for the selection of Patient Derived Cell models with high PD-L1
checkpoint expression. The second contract, with a total potential value of
over £100,000, was focussed on Triple Negative Breast Cancer PDCs and builds
on biobank development work carried out to support the in house Cytolytix
program. This second contract demonstrates the value of partner strategy with
the final optional part of the multiphase project to be performed by one of
Inaphaea's in-vivo partners. The pipeline of client prospects within Inaphaea
is looking strong, with a steady build of prospects throughout the second half
of 2024. Although the nature of our industry is of long-term research budget
planning with associated long lead times, our current pipeline of prospects is
progressing well. As the catalogue of characterised PDCs is developed we
expect this to grow further with product license as well as service
opportunities.
The second half of 2024 saw a rapid expansion of the evaluation and
co-marketing approach to include a range of in-vivo and ex vivo partners,
broadening both capabilities and global market reach. The partnerships are set
up as "force multipliers" to expand lead identification of new potential
clients whilst providing the opportunity to offer extended service packages
that leverage Inaphaea's PDC models. We added new partner capabilities
including in-silico toxicity testing, "system on a chip" 3D models, Patient
Derived Organoid models as well as higher throughput zebra fish and standard
mouse models. The expansion of access to sophisticated, ex-vivo predictive
systems, builds on key features of the "closer to patient", more
representative PDC biobank with its combination of Cancer Cells and Cancer
Associated Fibroblasts (CAFs). This heterogeneity differentiates our PDC
models from standard, homogeneous cell lines and was a key driver for the
development of our Assay Ready Reagent product line. These vials of mixed
cells are designed for direct biomarker analysis, with the first sale achieved
in November 2024 with the combined Bank of 5,000 vials underpinning the value
of the Biobank as a major asset. The development of more sophisticated
screening capabilities, in keeping with the 3R principles of Replacement,
Reduction and Refinement for ethical animal research, is a key market
opportunity supported by the FDA's significant announcement to phase out
animal testing post period in April 2025.
Restrictions on supplying PDCs to competitive service providers were removed,
recognising a significant opportunity to build value through supplying CROs
with established client bases. Several additional co-marketing agreements are
under discussion and expected to be signed in 2025. A simplified pricing
structure was introduced for direct purchase of the PDCs focussed on
commercial research and commercial service use with options for annual
payment, one off payment and limited use licenses for one off services.
In addition to the commercial partnerships, ValiRx secured additional grant
funding to support development and characterisation of Prostate Cancer PDCs
through its established academic partnership with the Open University. This
relationship was strengthened with a ValiRx sponsored PhD studentship over
four years to develop high value, Neuroendocrine Prostate Cancer Cell lines.
These lines represent a significant development for the field, particularly in
the development of new drugs in this highly aggressive form of prostate
cancer. This academic collaboration is expected to lead to publications
exemplifying the utility of the PDC models as well as additional grant
applications, following a model we established at the ValiRx spin out
Volition. Further academic partnerships are being explored with universities
local to Inaphaea. These new relationships are a cost-effective approach to
leverage access to specialist facilities to add further value to our Biobank,
including cell sorting and characterisation.
In addition to development of products and services based on the Biobank, the
second key objective for Inaphaea was the provision of rapid and flexible
initial assessment for each of the evaluation programmes as well as
development of Cytolytix. Both exemplify how we have leveraged Inaphaea's
commercial and academic partner network, established as part of the tCRO®
service offering, for example, in-silico toxicity screening of the Stingray
compounds and peptide formulation and screening of CLX001.
The in-house research pipeline comprised 4 evaluation programmes with assets
from Barcelona University, Stingray Bio, Imperial College and Dundee
University as well as our SPV Cytolytix. The pipeline represented a range of
early stage, small molecule and peptide-based assets with a combination of
validated, novel and unknown mechanisms of action. Assets at this stage of
development have a high attrition rate, up to 90%. Development of in-licensed
assets, for example Cytolytix, through preclinical development and into
Investigational New Drug (IND) enabling studies, take significant time and
resources so a high attrition rate should be expected with earlier stage
programmes. A key consideration is to generate a balanced portfolio with
scientifically robust data and a strong commercialisation potential and, going
forward, we are applying a strict set of criteria for selection and
progression of evaluation assets. Evaluation agreements with Barcelona and,
post period Imperial, have been terminated despite initially promising data
generated by Inaphaea, as they did not meet these criteria. Whilst the Dundee
evaluation did not meet a key decision point for in-licensing in 2024,
£50,000 grant funding was secured through Queen Mary Impact fund, supported
and a one-year extension to the evaluation agreement was signed to develop
precise mechanism of action for this asset. The Stingray evaluation was
completed on time and, whilst a key decision point was not reached, we are in
further negotiation to progress this asset under a slightly different model.
Several new evaluation programmes remained under discussion throughout 2024
with the first signed post period in January 2025. The agreement with Altus
Therapeutics is based on repositioning an established CB2 agonist in oncology
and, in a first for ValiRx, bringing new formulation capabilities. A key
aspect of the evaluation programmes is to leverage Inaphaea's in-house
capabilities. Inevitably, some of the work will require external support,
either through our partner network or from additional Contract Research
Organisations which can add significant costs. This is particularly true for
later stage, more developed projects which may be lower risk but require
higher initial investment. In order to deliver a more balanced portfolio, we
are exploring shorter, more nimble evaluations over a 3-6-month period where
we can add significant value through our PDC biobank or through support of
external preclinical work on a shared risk, costs plus basis. Under this type
of arrangement, ValiRx would be compensated for work performed if the asset is
returned and subsequently licensed.
Significant progress was made with Cytolytix during the period. A new stable,
liposomal formulation was developed and evaluated as part of an ongoing
formulation evaluation program. Three further formulations are under
development with specific characteristics suited for particular routes of
administration and final selection is expected in Q2 2025. Initial data
showing efficacy in Prostate Cancer cell lines was obtained with grant funding
through our Academic Partner at the Open University.
Legacy Assets
At the start of 2024, VAL201 was subject to an open-ended Letter of Intent
with TheoremRx. When I took over as CEO we initially restricted this to the
end of the period, 31 December 2024. A final extension was then granted until
May 2025 to allow time to complete an M&A transaction with an unnamed
NASDAQ company announced by TheoremRx on 30 December 2024. Post period end in
April 2025, the Letter of Intent was terminated after TheoremRx elected not to
proceed with an agreed amendment to return the territory of Taiwan and
maintain exclusivity in return for a $200,000 payment. This is clearly a
disappointing outcome after a protracted period but contingency planning has
been in place since I took over as CEO. VAL201 will be placed in an SPV along
with other ValiRx assets focussed on prostate cancer. VAL401 remains under an
optional agreement with Ambrose Healthcare who exercised their right to a
6-month extension on 4 December 2024. No further extensions will be granted.
Outlook
In 2025 ValiRx now comprises a lean, highly motivated, cross-functional team
of nine, supported by industry expert advisors as part of a new Advisory
Board, which replaced the existing Scientific Advisory Board in March 2025.
Indication expansion for CLX001 is underway within Inaphaea labs and synergy
testing with small molecule and immune-oncology drugs is expected to begin in
H2 2025.Contract Development and Manufacturing Organisations have been
identified for cGMP production of clinical grade CLX001 peptide and delivery
system and the lead formulation is anticipated to be sent for manufacture
prior to IND enabling studies in H2 2025. New patents, on various aspects of
VAL201 will be filed at minimal cost and exemplified in house as well as
through established academic partnerships in the prostate cancer space. An
internal commercial review shows that VAL201 is still relevant despite
clinical advances in other areas of prostate cancer therapy and partners for
the Prostate cancer portfolio will be sought based on the new application
patents. Two Evaluation projects were in discussion in 2024 and negotiations
for a further asset also began post period. Whilst negotiations are ongoing,
we are targeting 2-3 projects to sign in 2025 alongside the Altus CB2 asset
evaluation and continued Dundee evaluation.
Financial overview
Our financial results show the total comprehensive loss for the year ended 31
December 2024 of £1,915,693 (2023: £2,037,701) and a loss per share of 1.45p
(2023: Loss - 2.01p). Research and developments costs were £245,163 for the
year ended 31 December 2024 (2023: £383,362), a reduction of £138,199. In
addition, total wage costs of £459,499 (2023: £462,862) were expended on
research and development during the year. Administrative expenses were
£1,976,283 (2023: £1,886,401) reflecting an increase of £89,882. Cash at
the bank at 31 December 2024 was £1,555,986 compared to £174,684 in 2023. We
would like to recognise the contributions of all the staff, Board members and
shareholders for their continued support during this transitional period. The
Company has gone through significant change and refinement of strategy to
maximise the potential for growth from our current position.
Martin Gouldstone
Director
4 June 2025
Dr M Eccleston
Director
4 June 2025
Consolidated Statement of Profit or Loss and Other Comprehensive Income for
the year ended 31 December 2024
2024 2023
£ £
CONTINUING OPERATIONS
TURNOVER 49,775 9,600
Cost of sales - (1,440)
GROSS PROFIT 49,775 8,160
Other operating income 30,000 -
Research and developments (245,163) (383,362)
Administrative expenses (1,976,283) (1,886,401)
Share-based payment charge - (36,936)
OPERATING LOSS (2,141,671) (2,298,539)
Finance costs (1,279) (4,419)
Finance income 12,495 -
LOSS BEFORE INCOME TAX (2,130,455) (2,302,958)
Income tax credit 127,696 175,173
LOSS AFTER INCOME TAX (2,002,759) (2,127,785)
Non-controlling interest 87,066 90,084
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (1,915,693) (2,037,701)
LOSS PER SHARE - BASIC AND DILUTED (1.45p) (2.01p)
Consolidated Statement of Financial Position for the year ended
31 December 2024
2024 2023
£ £
ASSETS
NON-CURRENT ASSETS
Goodwill 1,602,522 1,602,522
Intangible assets 530,937 718,814
Property, plant and equipment 201,662 242,625
Right-of-use assets - -
Investments 30,000
2,365,121 2,563,961
CURRENT ASSETS
Inventory 69,002 69,002
Trade and other receivables 134,592 147,618
Tax receivable 137,405 175,173
Cash and cash equivalents 1,555,986 174,684
1,896,985 566,477
TOTAL ASSETS 4,262,106 3,130,438
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 9,979,295 9,707,266
Share premium 30,613,044 27,870,548
Merger reserve 637,500 637,500
Reverse acquisition reserve 602,413 602,413
Share option reserve 976,920 1,082,163
Retained earnings (38,491,790) (36,681,340)
4,317,382 3,218,550
Non-controlling interests (401,689) (314,623)
TOTAL EQUITY 3,915,693 2,903,927
LIABILITIES
NON-CURRENT LIABILITIES
Borrowings 1,390 11,857
1,390 11,857
CURRENT LIABILITIES
Trade and other payables 334,551 204,441
Borrowings 10,472 10,213
Lease liabilities - -
345,023 214,654
TOTAL LIABILITIES 346,413 226,511
TOTAL EQUITY AND LIABILITIES 4,262,106 3,130,438
Consolidated Statement of Changes in Equity for the year ended
31 December 2024
Share capital Share premium Merger reserve Reverse acquisition reserve Share-based payment reserve Non-controlling interest Retained earnings Total
£ £ £ £ £ £ £ £
Balance at 1 January 2023 9,695,120 26,772,630 637,500 602,413 986,816 (224,539) (34,643,639) 3,826,301
Changes in equity
Loss for the year - - - - - (90,084) (2,037,701) (2,127,785)
Issue of shares 12,146 1,323,854 - - - - - 1,336,000
Cost of shares issued - (167,525) - - - - - (167,525)
Movement in year - (58,411) - - 95,347 - - 36,936
Balance at 31 December 2023 9,707,266 27,870,548 637,500 602,413 1,082,163 (314,623) (36,681,340) 2,903,927
Changes in equity
Loss for the year - - - - - (87,066) (1,915,693) (2,002,759)
Issue of shares 272,029 3,102,715 - - - - - 3,374,744
Cost of shares issued - (360,219) - - - - - (360,219)
Lapse of share options and warrants - - - - (105,243) - 105,243 -
Balance at 31 December 2024 9,979,295 30,613,044 637,500 602,413 976,920 (401,689) (38,491,790) 3,915,693
Consolidated Statement of Cash Flows for the year ended 31 December 2024
2024 2023
Notes £ £
Cash flows from operations
Cash outflow from operations 1 (1,761,539) (1,961,697)
Interest paid (1,279) (3,325)
Interest received 12,495 -
Tax credit received 165,464 192,671
Net cash outflow from operating activities (1,584,859) (1,772,351)
Cash flows from investing activities
Purchase of intangible fixed assets - (15,000)
Purchase of property, plant and equipment (38,156) (291,181)
Net cash inflow from financing activities (38,156) (306,181)
Cash flows from financing activities
Bank loan repayment (10,208) (9,962)
Repayment of lease liabilities - (6,774)
Share issue 3,374,744 1,300,000
Costs of shares issued (360,219) (167,525)
Net cash inflow from financing activities 3,004,317 1,115,739
Increase/(decrease) in cash and cash equivalents 1,381,302 (962,793)
Cash and cash equivalents at beginning of year 2 174,684 1,137,477
Cash and cash equivalents at end of year 2 1,555,986 174,684
Notes to the Consolidated Statement of Cash Flows for the year ended
31 December 2024
1. RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS
2024 2023
£ £
Operating loss (2,141,671) (2,298,539)
Amortisation and impairment of intangible assets 187,877 200,086
Depreciation of right-of-use assets - 5,561
Depreciation of property, plant and equipment 79,119 48,556
Increase in inventory - (69,002)
Increase in trade and other receivables 13,026 (13,803)
Increase/(decrease) in trade and other payables 130,110 128,508
Share-based payments charge - 36,936
Net cash outflow from operations (1,761,539) (1,961,697)
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect of cash and
cash equivalents are in respect of these Statement of Financial Position
amounts:
31 December 2024 1 January 2024
£ £
Cash and cash equivalents 1,555,986 174,684
31 December 2023 1 January 2023
£ £
Cash and cash equivalents 174,684 1,137,477
Notes to the Consolidated Financial Statements for the year ended 31 December
2024
1. STATUTORY INFORMATION
ValiRx Plc is a public company limited by shares, incorporated in the United
Kingdom, which is listed on the AIM market of the London Stock Exchange Plc.
The address of its registered office is Stonebridge House, Chelmsford Road,
Hatfield Heath, CM22 7BD.
The registered number of the Company is 03916791.
The principal activity of the Group is the development of oncology
therapeutics and companion diagnostics.
The presentation currency of the financial statements is the Pound Sterling
(£), rounded to the nearest £1.
The above information has been extracted from the annual report and accounts
for the year ended 31 December 2024 and, accordingly, references and page
numbers may not be complete. Shareholders should read the report and accounts
in full which will shortly be available from the Company's website.
2. ACCOUNTING POLICIES
The Group's financial statements have been prepared in accordance with
International Accounting Standards in conformity with the requirements of the
Companies Act 2006 as they apply to the financial statements of the Group for
the year ended 31 December 2024. The principal accounting policies adopted by
the Group and by the Company are set out in note 2. The Group financial
statements have been prepared under the historical cost convention or fair
value where appropriate.
Going concern
As part of their going concern review the Directors have followed the
guidelines published by the Financial Reporting Council entitled "Guidance on
the Going Concern Basis of Accounting and Reporting on Solvency Risks -
Guidance for directors of companies that do not apply the UK Corporate
Governance Code".
The Group and Parent Company are subject to a number of risks similar to those
of other development stage pharmaceutical companies. These risks include,
amongst others, generation of revenues in due course from the development
portfolio and risks associated with research, development, testing and
obtaining related regulatory approvals of its pipeline products. Ultimately,
the attainment of profitable operations is dependent on future uncertain
events which include obtaining adequate financing to fulfil the Group's
commercial and development activities and generating a level of revenue
adequate to support the Group's cost structure.
The current economic environment is challenging, and the Group has reported an
operating loss for the year. These losses are expected to continue in the
current accounting year to 31 December 2025.The Directors have prepared
detailed financial forecasts and cashflows looking beyond 12 months from the
date of the approval of these financial statements. In developing these
forecasts, the Directors have made assumptions based upon their view of the
current and future economic conditions that are expected to prevail over the
forecast period. The Directors estimate that the cash of £1,555,986 held by
the Group as at 31 December 2024 will be sufficient to support the current
level of activities for at least the next 12 months from the date of approval
of these financial statements. The Directors are continuing to explore sources
of finance available to the Group and based upon initial discussions with a
number of existing and potential investors they have a reasonable expectation
that they will be able to secure sufficient cash inflows for the Group to
continue its activities beyond the 12 months from the date of approval of
these financial statements.
The Company carries out regular fund-raising exercises in order that it can
provide the necessary working capital for the Group. Further funds may be
required to finance the Group's work programme. The Board expects to continue
to raise additional funding as and when required to cover the Group's
development, primarily from the issue of further shares.
In the event that additional financing is not secured when it is required, the
Group would need to consider:
· reducing and/or deferring discretionary spending on one or more
research and development programmes; and/or
· restructuring operations to change its overhead structure.
Basis of consolidation
The Group financial statements consolidate the financial statements of the
Company and all its subsidiaries ("the Group"). Subsidiaries include all
entities over which the Group has the power to govern financial and operating
policies. The existence and effect of potential voting rights that are
currently exercisable or convertible are considered when assessing whether the
Group controls another entity. Subsidiaries are consolidated from the date on
which control commences until the date that control ceases. Intra-group
balances and any unrealised gains and losses on income or expenses arising
from intra-group transactions, are eliminated in preparing the consolidated
financial statements.
On 3 October 2006, ValiRx Bioinnovation Limited ("Bioinnovation") acquired
60.28% of the issued share capital of ValiPharma Limited ("ValiPharma") in
exchange for shares in Bioinnovation. Concurrently, the Company, ("ValiRx"),
acquired the entire issued share capital of Bioinnovation in a share for share
transaction. As a result of these transactions, the former shareholders of
ValiPharma became the majority shareholders in ValiRx. Accordingly, the
substance of the transaction was that ValiPharma acquired ValiRx in a reverse
acquisition. Under IFRS 3 "Business Combinations", the acquisition of
ValiPharma has been accounted for as a reverse acquisition.
In May 2008 the Company acquired the remaining 39.72% of the issued share
capital of ValiPharma, which is now wholly owned by the Group. This
acquisition was accounted for using the acquisition method of accounting.
In November 2013 ValiSeek Limited was formed to enable the company to enter
into a joint venture agreement. The company has a 55.5% holding in the issued
share capital of ValiSeek.
In October 2023 the Company acquired 60% of the issued share capital of
Cytolytix Limited.
LOSS PER SHARE
The loss and number of shares used in the calculation of loss per ordinary
share are set out below:
2024 2023
£ £
Loss for the financial period (2,002,759) (2,127,785)
Non-controlling interest 87,066 90,084
Loss attributable to owners of Parent Company (1,915,693) (2,037,701)
Basic:
Weighted average number of shares 131,774,347 101,570,021
Loss per share (1.45p) (2.01p)
The loss and the weighted average number of shares used for calculating the
diluted loss per share are identical to those for the basic loss per share.
The outstanding share options and share warrants would have the effect of
reducing the loss per share and would therefore not be dilutive under IAS 33
'Earnings per Share'.
4. REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
VALIRX PLC
Opinion
We have audited the financial statements of ValiRx Plc (the 'Parent Company')
and its subsidiaries (the 'Group') for the year ended 31 December 2024 which
comprise the Group Statement of Comprehensive Income, the Group and Company
Statements of Financial Position, the Group Statement of Cash Flows, the Group
and Company Statements of Changes in Equity and the related notes, including a
summary of significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK adopted
International Accounting Standards, in conformity with the requirements of the
Companies Act 2006.
In our opinion:
· select suitable accounting policies and then apply them consistently;
· the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 31 December 2024 and of
the Group's loss for the year then ended;
· the Group's financial statements have been prepared in accordance
with UK adopted International Accounting Standards in conformity with the
requirements of the Companies Act 2006;
· the Parent Company financial statements have been properly prepared
in accordance with UK adopted International Accounting Standards in conformity
with the requirements of the Companies Act 2006; and
· the financial statements 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 Auditors' responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Parent Company 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.
Emphasis of Matter
We draw attention to the value of goodwill in the Consolidated Statement of
Financial Position and the value of investments in the Company Statement of
Financial Position. The value of investments represents the historic cost of
acquisition of investments less provisions for impairment. The value of
goodwill arises on consolidation and represents the excess between the value
of the underlying subsidiary on acquisition and the cost of investment, less
provisions for impairment.
Management's assessment of impairment includes a review of the net present
value of future potential cashflows of the underlying assets. The basis of
these valuations include a number of variables within the calculations that
are subjective and based on professional judgements of expectations and
estimates. This also includes the expected potential around the success of the
future development and commercialisation of the Group's products, VAL 201 and
VAL 401.
While we have assessed management's judgements and application of estimates in
their calculations and consider these to be reasonable, as set out in the key
audit risks below, there are several factors that could result in a material
change in the valuation of the underlying investments which could result in an
impairment of the investments and associated goodwill.
Our opinion is not modified in respect of this matter.
Material uncertainty relating to going concern
We draw your attention to the policy on Going Concern within note 2 to the
financial statements, which indicates that the accounts have been prepared on
the going concern basis. The Board has referred to the fact that the Group and
Parent Company are reliant on future fund raisings to continue their
activities as budgeted. Should future fund raisings be unsuccessful, this may
cast significant doubt on the Group and parent Company's ability to continue
as a going concern.
Our opinion is not modified in respect of this matter.
The full auditor report can be found in the Company's annual accounts for the
year ended 31 December 2024
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