REG - Verici Dx PLC - Final Results
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RNS Number : 8594O Verici Dx PLC 30 June 2025
Verici Dx plc
("Verici Dx" or the "Company")
Final results for the year ended 31 December 2024
Verici Dx Plc, (AIM: VRCI), a developer of advanced clinical diagnostics for
organ transplant, announces its audited final results for the year ended 31
December 2024.
Financial Highlights
· Record revenues of US$3.3m (2023: US$1.0m) as a result of the
commercial contract with Thermo Fisher for the PTRA (Pre Transplant Risk
Assessment) test
· Adjusted EBITDA(1) loss for the year of US$5.4m (2023: US$7.6m)
· Cash balance at year end of US$4.1m (2023: US$2.6m)
· Conducted an equity fundraise in February 2024 raising US$8.2m gross
proceeds (US$7.5m net) through the issue of 72,222,222 new ordinary shares
(1) Earnings before income tax, depreciation and amortisation, adjusted to
exclude exceptional items
Operational Highlights
· Successfully completed the transfer of a portion of the Company's
urine samples to Thermo Fisher, triggering a milestone payment of $339,000 in
June 2024
· Completion of the transfer and achievement of all transfer-related
activities for the pre-transplant prognostic testing technology in Q2 2024,
triggering a further milestone payment of US$1.5m
· Material Service Agreement with FBB Biomed, Inc. to offer
Research-Use-Only tests for clinicians seeking insights into neurologic
diseases such as Multiple Sclerosis and long COVID
· Received CLIA certification and CAP accreditation for the Company's
clinical laboratory, enabling Verici Dx to test samples from patients across
51 US states and confirming the Company's commitment to operating at the
highest standards
· Collaboration with The Westmead Institute for Medical Research based
in Sydney, Australia, on a newly awarded, 4-year federal research grant
Post Period Highlights
· Secured Medicare coverage for Verici Dx's Tutivia™ assay, greatly
improving patient access
· Q1 2025 saw a strong acceleration in the Tutivia™ testing order
rate of 292 tests, a 68% increase over the previous quarter (Q4 2024) and
compares to a total test ordering figure of 334 for FY 2024
Verici Dx and Thermo Fisher jointly hosted an educational symposium at CEoT
conference at the end of February 2025 on the use of RNA signatures in the
clinic, citing both PTRA and Tutivia
Going Concern
The Group is in the early stages of commercialising its principal business of
diagnostic assays and did not commence recognising revenues from that activity
until after the reporting date, having secured Medicare Coverage for
Tutivia™ in April 2025
(https://www.londonstockexchange.com/news-article/VRCI/verici-receives-medicare-coverage-for-tutivia/16984309)
. The Group was able to generate revenues of $3.34 million in the reporting
period (2023: $1.01m million) through a global licensing and commercialisation
agreement over its Clarava, now renamed PTRA test.
As at 31 May 2025 the Group held a cash position of $1.04 million, reflecting
receipt of the $750k milestone payment from Thermo Fisher, due under the
commercial contract for the PTRA test. That receipt extended the Group's
current cash runway to the end of July 2025.
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 (the
Going Concern period). There are considerable uncertainties, particularly in
relation to the quantum and timing of cash receipts from revenue, especially
revenue from anticipated sales of tests. Those financial forecasts and
projections have, therefore, considered sensitivities in relation to both
quantum and timing of receipts and costs.
As announced on 11 June 2025, the Company is engaged in an equity fundraising
(the "Fundraising") to extend the Group's cash runway and enable it, to
achieve its commercial objectives for Tutivia™. At the date of approval of
these financial statements, the Company is working with its advisers and has
received positive indications of support from a number of existing and new
institutional and other investors. The Fundraising, which if completed would
extend the Group's cash runway beyond the Going Concern period, provide growth
finance to accelerate commercial roll-out and support the scale up of
Tutivia™ revenues. The Company is currently progressing an application for
Advance Assurance with HMRC and is also considering alternative sources of
funding.
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 the end of July 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 the 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.
Sara Barrington, CEO of Verici Dx, commented: "FY2024 was a successful year
for Verici Dx in which we delivered on all the milestones required to propel
Tutivia™ into the next phase of its commercialisation. We have laid a strong
foundation for the business and are now in a position where Verici Dx is
poised to deliver long-term sustainable volume growth and greater value to
shareholders. We are very grateful to our existing shareholders for their
continued support and welcome our new shareholders as we continue to improve
patient access to Tutivia™ and address the significant unmet market in
transplant care."
Annual Report and Accounts & Notice of AGM
The Annual Report and Accounts for the year ended 31 December 2024 ("2024
Annual Report") and the Notice of the 2025 Annual General Meeting ("AGM")
have now been published on the Company's website vericidx.com/investors/
(https://vericidx.com/investors/) .
The 2024 Annual Report, the Notice of AGM and details for voting by
proxy will be posted to shareholders who have not consented to receive
electronic communications today, on Monday 30 June 2025.
The AGM will be held on Tuesday 29 July 2025 at 11.30 a.m. BST at Shoosmiths
LLP, No. 1 Bow Churchyard, London EC4M 9DQ and will consider the Resolutions
set out in the Notice of AGM.
Verici Dx plc www.vericidx.com (https://vericidx.com/)
Sara Barrington, CEO Via Walbrook PR
Singer Capital Markets (Nominated Adviser and Broker) Tel: +44 (0)20 7496 3000
Phil Davies / Sam Butcher
Walbrook PR (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or vericidx@walbrookpr.com
Alice Woodings / Paul McManus Mob: +44 (0)7407 804 654 / +44 (0)7980 541 893
Verici Dx plc
Chair's statement
for the year ended 31 December 2024
2024 was another busy period for the Company, marked by significant progress
across the business creating exceptional opportunities for future growth and
value creation. We delivered on all the milestones required to propel
Tutivia™ into the next phase of its commercialisation and have created a
strong foundation for revenue generation as well as significant opportunity
for shareholder value creation.
With respect to the Medicare coverage process for Tutivia™ which extended
throughout most of the year and into 2025, we were delighted to announce in
April 2025 that this successfully culminated in a comprehensive Local Coverage
Determination ("LCD"). This not only firmly establishes the test within the
healthcare space but also offers us broad coverage allowing our test to be
comprehensively reimbursed. The coverage determination also has a key
accounting and commercial impact, as the Company is now able to recognise
revenues.
Alongside the reimbursement process and despite extensive cost cutting
measures to extend the cash runway in FY24, we made good progress on raising
clinician awareness, attending key industry conferences and working closely
with the early adopters. The benefit of this effort is already starting to
flow through, for example in Q1 2025 we saw strong order acceleration
achieving our highest Tutivia™ testing order rates. This is a highly
encouraging ramp up in adoption and test ordering, particularly since it
preceded the LCD determination approval referred to above.
With respect to the outlook for Tutivia™, we see three major areas of
opportunity. Firstly, we are now in a position to have our test reimbursed in
the core post-transplant market. At around $900m this is a sizeable US
addressable market, and it is forecast to grow further as CMS initiatives
target a growth in transplants performed. Tutivia™ is, however, in a unique
position compared to other assays as its commercial applicability goes beyond
this core market as the assay is effective in additional, currently unserved,
areas. These include delayed graft function, BK nephropathy, previous and
multiple organ transplants. Overall, we estimate the size of these additional
unmet markets to be c.$300m and this provides us with a strong entry point and
supports adoption. Finally, our experience so far is that the test is being
repeated multiple times for each patient than previously estimated,
demonstrating how much clinicians value the information.
Turning to our second commercialised product, as a reminder, towards the end
of 2023 the Company secured a global licensing and commercialisation agreement
with One Lambda Inc., (a Thermo Fisher Scientific company) ("Thermo Fisher")
over our pre-transplant Clarava test, now called PTRA.
Our collaboration with Thermo Fisher remains strong and we note that they
continue to invest in the commercialisation of PTRA. Verici and
Thermo Fisher jointly hosted an educational symposium at CEoT conference at
the end of February 2025 on the use of RNA signatures in the clinic, citing
both PTRA and Tutivia. Notably, Thermo Fisher is investing in new research
related to PTRA aimed at identifying the earliest stage at which the test can
be utilised before transplantation. Consequently, the second milestone
originally anticipated for 2025 will be delayed as we continue to collaborate
on publishing clinical validation data and Thermo Fisher pursues these
additional research efforts to help broaden utility and adoption of the
assay.
Turning to our third product, Protega™, reflecting the cash management
measures, this became a lower priority through 2024, but we intend to refocus
efforts here as it remains a valuable research initiative with optionality
regarding the strategic route.
In addition to the PTRA licencing agreement with Thermo Fisher, we granted
them a non-exclusive license for access to a portion of the Company's urine
samples. In June 2024, we successfully completed the transfer of a portion of
the Company's urine samples. I would add that as well as demonstrating our
track record of delivery against commercial commitments and triggering a
further milestone payment of $339,000 in 2024, this also underscores the
substantial value inherent in the Company's data and sample assets for
research purposes.
Collaborations remain an attractive channel, and we continue to make good
progress with these. During 2024 we announced a collaboration with The
Westmead Institute for Medical Research based in Sydney, Australia, on a
newly awarded, 4-year federal research grant. Towards the end of the year, we
also concluded a Material Service Agreement with FBB Biomed, Inc. ("FBB") to
offer Research-Use-Only ("RUO") tests for clinicians seeking insights into
neurologic diseases such as Multiple Sclerosis and long COVID.
Turning to the operational side, we continued to make steady progress. In
January 2024, the Company was accredited by the internationally recognised
College of American Pathology ("CAP") following the completion of an on-site
audit, affirming our commitment to operating at the highest standards that
healthcare providers, patients, and regulatory bodies expect. We also attained
the ISO 27001 certification for Information Security Management System
("ISMS") for another year.
At Verici Dx, we are committed to improving patient outcomes and believe that
access to reliable, detailed information is a cornerstone of effective
healthcare. We were therefore delighted to launch a new patient-focused
education resource on our website. This provides a detailed overview of all
stages of the kidney transplant journey-from the initial diagnosis and
treatment of kidney disease, through early-stage monitoring and on to
long-term care after a kidney transplant. This resource is designed to
empower patients and caregivers with knowledge and understanding, helping
them navigate the complexities of kidney disease and transplantation with
confidence.
With the revenue recognition unlocked following the Medicare coverage
determination, we are in a position to look at our funding requirements for
the next growth phase of our development.
Further to the announcements on 7 April and 11 June 2025
(https://www.londonstockexchange.com/news-article/VRCI/significant-test-growth-with-medicare-pending/16976543)
, the Company is proposing to carry out an equity fundraising (the
"Fundraising") to extend the Company's cash runway and enable it to achieve
its commercial objectives for Tutivia™, its diagnostic test for acute
rejection. The Company is working with its advisers and has received positive
indications of support from a number of existing and new institutional and
other investors. The Fundraising, which if completed, would extend the
Company's cash runway, would provide growth finance to accelerate commercial
roll-out and support the scale up of Tutivia™ revenues. The Company remains
on track to deliver $3.2 million in Tutivia™ revenues for FY 2025, in-line
with market expectations.
The size and structure of the Fundraising is yet to be determined by the
Board, however it is anticipated to include a placing as well as the
opportunity for participation by all existing shareholders via a retail offer.
The allotment authorities that were granted at the General Meeting held on 27
May 2025 will be sufficient for the proposed Fundraising and so the Company
would not need to obtain further authority to issue and allot new Ordinary
Shares on a non-pre-emptive basis.
As at 31 May 2025 the Company held a cash position of $1.04 million,
reflecting receipt of the expected $750k milestone payment from Thermo Fisher,
due under the commercial contract for the PTRA (Pre Transplant Risk
Assessment) test. This and the expected receivables from the Medicare Coverage
extends the Company's current cash runway, beyond previous expectations, to at
least the end of July 2025.
Going forward, we see a clear and compelling opportunity for sales growth for
Tutivia™ driven by a combination of existing and new addressable markets. We
already have positive momentum that supports both deeper penetration within
existing centres and broader uptake across new institutions and, with the
Medicare coverage now in place, we are well positioned to deliver sustained
commercial progress. We also see scope for further value creation through the
product development, the data asset, and our Services business. As a result,
we look forward to the next phase of our growth with confidence.
The Board and I would like to acknowledge the sustained dedication and focus
of our colleagues. Their contributions have been fundamental to our progress
this year, bringing us to a key inflection point and positioning the Company
for long-term success and value creation. We also recognise the patients and
caregivers at the heart of our mission, and we greatly value the continued
confidence and support of our investors and partners.
Julian Baines
Non-executive Chair
Chief Executive Officer's Report
for the year ended 31 December 2024
At Verici Dx, we are driven by an unrelenting focus on improving potential
outcomes for all transplant patients, with an initial focus on kidney
transplants meeting a critical need by enabling clinicians to make more
informed treatment decisions. To this end, 2024 has been a busy year advancing
the full commercial potential of Tutivia™, delivering for our partners,
launching a new Services business, progressing the development of Protega™,
and investing in awareness and educational initiatives to support adoption.
I'm extremely proud of what we have achieved, much of it behind the scenes and
all of it with limited resources, as we build a company delivering value for
our stakeholders and a significant positive impact for transplant patients.
Proven track record with two validated tests
Our first product is the post-transplant test, Tutivia™, which was
clinically validated in 2022 and commercially launched at the start of 2023.
During 2024, we continued to work with leading US transplant centres, building
on the early adopter programme, to support the adoption and integration of
Tutivia™ into their clinical pathways to encourage consistent and recurring
utilisation. We already have had 20 ordering centers which are at various
stages of this process. I am delighted that there is already one center where
Tutivia™ is embedded into protocol, which represents the hospital's internal
guidance. There are also three other major recurring order centers, who
combined have accounted for over 80% of the orders in 2024 and to Q1 2025.
There are also four recurring centers, and the remaining centers are at an
earlier stage. All of these have clear scope for growth.
In terms of the opportunity, there are around 230 clinics which perform kidney
transplants across the US, of which about 180 would be of significance for
testing. With the LCD now in place and as clinical knowledge about Tutivia
is more widespread, I would expect more to use the test. Verici Dx plans to
expand its commercial team in 2025.
Although somewhat slower than originally forecast due to the timing of the
coverage determination, we were delighted to see a material uptick in sales
growth through the back end of 2024 and into Q1 2025 where we saw a strong
acceleration achieving our highest Tutivia™ testing order rate of 292 tests.
This represented a significant 68% increase in the testing order rate over the
previous quarter (Q4 2024) and is impressive in the context of a total test
ordering figure of 334 for the whole of FY 2024. This is a highly encouraging
ramp up in adoption and test ordering, particularly since this precedes the
LCD determination approval referred to above.
Turning to our second test, towards the end of 2023 we announced a
commercialisation agreement with Thermo Fisher for further development of the
assay for pre-transplant risk assessment for validation as a Laboratory
Developed Test ("LDT") in its CLIA laboratory in the U.S., as well as the sole
right, but not obligation, to manufacture, distribute and sell the assay
worldwide. Our ongoing collaboration with Thermo Fisher remains strong, for
example we jointly hosted an educational symposium at CEoT conference at the
end of February 2025 on the use of RNA signatures in the clinic, citing both
PTRA and Tutivia™.
Additional value enhancement opportunities through the data asset and further
product development
In addition, the Company granted Thermo Fisher a non-exclusive license for
access to a portion of the Company's urine samples, demonstrating the
additional value in the Company's data and sample assets for research. In Q1
2024, we successfully completed the transfer of a portion of the Company's
urine samples. I would add that as well as demonstrating our track record of
delivery against commercial commitments and triggering a final milestone
payment of $339,000, this also underscores the substantial value inherent in
the Company's data and sample assets for research purposes. Then in Q2 2024,
we completed of the transfer and achievement of all transfer-related
activities for the pre-transplant prognostic testing technology. This
triggered a further milestone payment of $1,500,000, which together with the
milestone payment of $1,500,000 in 2023 enabled us to recognise the full
$3,000,000 as revenue in the year.
Moving on to Protega(TM), this is the third blood-test product to emerge from
our platform of personalised, predictive RNA signature tests and completes our
proposed blood-based portfolio for end-to-end kidney transplant testing, from
pre-transplant to long-term damage. Reflecting budgetary and resource
constraints, this was de-priorised during 2024, but this remains a valuable
research initiative with optionality regarding the strategic route. We expect
that the final validation point will be completed after follow-up at the
24-month point for the last patient tested, which is expected to be in Q1
2025. The Company expects to be able to review interim data before this point
and we will provide further updates as appropriate.
All commercial requirements for Tutivia™ now in place providing gateway to
growth and revenues
There are three critical steps in the commercialisation of any diagnostic
assay: securing a dedicated billing code, defined pricing, and a Local
Coverage Determination (LCD) for Medicare coverage. Together, these enable
consistent reimbursement, streamline billing processes, and provide clarity
for both clinicians and payers. This framework not only supports broader
adoption of a test, including reducing barriers to entry at many transplant
centers, but also establishes the financial infrastructure necessary for
sustainable commercial growth. Having already obtained the code and
pricing for Tutivia™, obtaining coverage was the final milestone.
The technical assessment file for coverage for Tutivia™ under the Local
Coverage Determination ("LCD") was submitted in Q1 2024 and a coverage
determination was obtained in April 2025. MolDX determined that
Tutivia™ has met the criteria for coverage under LCD L38568, MolDX:
Molecular Testing for Solid Organ Allograft Rejection for renal transplant
patients. The confirmation of MolDX coverage decision signifies that
Tutivia™ meets requirements for Medicare coverage and will support broader
access for renal transplant patients.
And finally, with the LCD in place, we are now able to recognise accounting
revenue and collect on billings.
Focus on raising market awareness through relevant conversations
Raising market awareness of our diagnostic tests is a key priority as we
advance our commercial strategy. Participation in industry conferences and
scientific events plays a vital role in this effort, providing important
opportunities to showcase our clinical data, engage directly with clinicians
and stakeholders, and build visibility within the broader healthcare
community. These forums are instrumental in supporting adoption and driving
wider recognition of the value our solutions bring to patient care, as well as
meeting with others to discuss ideas and opportunities.
To this end, in 2024 we were excited to attend leading conferences such as the
AST Cutting Edge of Transplantation ("CEoT") conference in February 2024 and
again in February 2025. The overarching goal of CEoT is to identify innovative
technologies currently utilised to advance the medical field in general and
describe how those could intersect with the practice of transplantation.
These events also provide an opportunity for us to communicate and present to
the medical community. For example, at the American Transplant Congress
("ATC") in Philadelphia in June 2024 we were excited to present on the
important potential role of Tutivia™ as a novel risk assessment tool in the
context of delayed graft function ("DGF"). We discussed how Tutivia can help
identify patients which are at high risk of acute rejection as we present our
work on "Performance of Next-Gen Sequencing Biomarker Tutivia™ in the
Setting of Kidney Delayed Graft Function". This highlights an important
potential role of Tutivia™ as a novel risk assessment tool in the context
of delayed graft function ("DGF"). DGF is a condition that can lead to a
higher risk of rejection.
We also participated in the 'Modernizing the Landscape of Transplantation'
meeting with the Texas Transplantation Society in July 2024 in San Antonio and
the 2024 Kidney Week events in October 2024 in San Diego.
This focus has continued into 2025, with events already including at the ASTS
Winter Symposium, CEoT 2025, NATCO and a joint symposium with One Lambda on
the future of AI and RNA-based technologies that are changing the game in
kidney transplant care. With an expanded sales team as we move into the next
stage of our growth strategy, we would expect to be increasingly visible and
engaged in active conversations with key decision makers.
In addition, as part of our educational and awareness programme, we have
launched a new series of webinars called "Coffee and Cases". The first
discussion was aired in January 2025 and covered the impact of Tutivia™ in
the DGF population with Dr Zahraa Haijiri sharing her experiences and
practical insights of using Tutivia™ to care for patients. The second
episode aired in April 2025 and focused on the clinical management of patients
with the BK virus in transplant patients. Here, Dr Ansari discussed the
strategies, challenges and cutting-edge approaches of using Tutivia™ when
managing these complex cases. By showcasing real-world clinician experience
through this series of webinars, we aim to build broader confidence in the
test's utility, support best practice implementation, and drive future
adoption and growth.
Reflecting our mission to enhance patient care and support, we launched
a patient-focused education resource in May 2024, in the form of a
new dedicated section of our website showing the kidney transplant
patient journey. This ensures that patients and caregivers have access to
the latest information and best practices for kidney transplant care, and we
are confident that it will improve communication between all parties involved
in the journey. The online tool illustrates a generalised pathway for patients
as they consider their kidney healthcare and offers a platform for patients to
share their own experiences digitally including video clips. It also includes
video clips from transplant team members to share their thoughts on what to
expect. This resource is designed to empower patients and caregivers with
knowledge and understanding, helping them navigate the complexities of kidney
disease and transplantation with confidence.
Continued operational progress
During the period, we successfully progressed our laboratory registration
status under the CLIA Certificate of Compliance by the Centers for Medicare
& Medicaid ("CMS") and are pleased to confirm that Verici Dx is now fully
accredited in 51 states. This enables us to test samples from patients based
in any of these states. We are still working on reaching accreditation in the
last remaining state of New York and hope to receive this later in 2025.
In January 2024, the Company was accredited by the internationally recognised
College of American Pathology (CAP) following the completion of an on-site
audit, affirming our commitment to operating at the highest standards that
healthcare providers, patients, and regulatory bodies expect. As the clinical
laboratory is already CLIA certified, we voluntarily sought this accreditation
as part of our on-going commitment to maintaining best in class quality
systems. In achieving the CAP accreditation requirements, which often exceed
the standards from CLIA, FDA and OSHA, Verici Dx exhibits focus on excellence
in patient care and laboratory safety. It also further demonstrates the
laboratory's ability to deliver reliable and accurate test results to support
patient clinical management.
Our ISO 27001 certification for our Information Security Management System
("ISMS") was reconfirmed. This demonstrates the robustness of our systems and
processes in maintaining the highest level of data protection for our
patients, clients, partners, and stakeholders.
Completion of partnerships and agreements
In November 2024, we concluded a Material Service Agreement with FBB Biomed,
Inc. ("FBB") to offer Research-Use-Only ("RUO") tests for clinicians seeking
insights into neurologic diseases such as Multiple Sclerosis and long COVID.
Verici Dx and FBB are committed to fostering innovation in RNA signatures,
applying transcriptomics and machine learning to disease research, driving
advancements in the battle against some of our most pressing health
challenges. This agreement will allow clinical researchers to study the RNA
sequencing breakthrough technology for neurologic diseases, with Verici Dx
performing testing on patients enrolled in the FBB clinical trial programme.
This represents a growth opportunity for Verici Dx's Services division.
Although the initial revenue from this agreement is likely to be modest, there
is potential for expansion as the relationship evolves.
In January 2024, the Company announced a collaboration with The Westmead
Institute for Medical Research based in Sydney, Australia, on a newly awarded,
4-year federal research grant. This forms part of the Australian Government's
Medical Research Future Fund (MRFF) "Genomics Health Futures Mission". The
collaboration between Verici Dx and The Westmead Institute for Medical
Research aims to improve the understanding of factors contributing to graft
loss in organ transplants, focusing on genetic differences between donor and
recipient beyond the well-known HLA1 mismatches. By incorporating a broader
range of genetic data through multiple cohorts with varying ethnic
backgrounds, the goal is to enhance the prediction and management of risks
associated with organ transplants, ultimately leading to better outcomes for
patients. Verici Dx is using its CAP-accredited/CLIA-certified
laboratory to perform sequencing from blood samples across 3 sites, as well as
applying its existing biomarker tests to the samples to assess their use in
this diverse population.
Our People & Communities
The Company had 18 Full Time Equivalents ("FTE") employees as of 31 December
2024. This has been a demanding period for the team, marked by tight budgets,
ambitious timelines, and the need to deliver across multiple workstreams. We
are privileged to have such a rich, diverse talent pool and the continued
engagement and commitment of our people is critically important.
As a company rooted in advancing transplant care, we are honoured to support
patients, carers, and their families through events and sponsorships. Each
year, we participate in National Kidney Month and Donate Life Month, standing
in solidarity with donor families, recipients and the medical professionals.
In 2024, we supported the Transplant Games of America in Birmingham, Alabama,
where our Director of Scientific Communications, Drew Silverman, was one of
the athletes. As well as celebrating and supporting the athletes, we had a
booth sharing our free information tool for kidney disease/ transplant
patients, the Patient Journey. We also participated in and helped sponsor the
30th Annual Phil Berry Transplant Tournament in Frisco, TX, benefiting the
Southwest Transplant Alliance Foundation.
Financials
Statement of Comprehensive Income
The Company recorded revenues of $3,339,000 (2023: $1,013,000), arising from
the license agreement with Thermo Fisher, representing the transfer of the
Clarava license - renamed PTRA by Thermo Fisher - and balance from the
transfer of the urine samples.
The adjusted EBITDA loss, being the loss for the year, before the deduction of
interest, taxation, amortisation and depreciation, and excluding the
share-based payments charge, was US$5,370,000 (2023: US$7,585,000). The
reduction reflects the continued fall in research and development expenditure
to US$1,901,000 (2023: US$2,429,000) as enrolment into our clinical trials
concluded, notwithstanding the increase in staff costs to US$4,172,000 (2023:
US$3,813,000). All research and development costs arise from third parties,
this does not include any allocation of internal costs. We started the year
with 14 full time employees, and with the addition of commercial and
bioinformatic members of the team we ended the year with 18 full time
employees.
Statement of Financial Position and Cash Flows
Cash balance at year end was US$4,061,000 (2023: US$2,645,000). Cash outflow
from operations was US$6,020,000 (2023: US$7,160,000) reflecting the lower
loss for the year, with cash outflow on additions to tangible and intangible
assets of US$193,000 (2023: US$231,000). Following the funding event in
February 2024, we generated a net inflow of $7,513,000 from the issue of new
shares.
Within current and non-current liabilities, we entered a financing transaction
in December 2022 to secure favourable terms on a new sequencer. At 31 December
2024 the liability was US$80,000 (2023: US$161,000). We also entered into a
five-year lease on our new CLIA laboratory in Tennessee in September 2022,
resulting in the recognition of a right of use asset and corresponding
liability. At 31 December 2024, the liability was US$291,000 (2023:
US$379,000). The largest balance within our accruals continues to be our
accruals for costs incurred at the clinical trial sites not yet invoiced being
US$750,000 (2023: US$772,000).
As of 31 December 2024, the Company had a cash balance of $4,061,000 (2023:
$2,645,000).
Outlook
As we look ahead, the Company stands at an exciting inflection point. We have
successfully delivered on all the milestones required to propel Tutivia™
into the next phase of its commercialisation and are poised to deliver
long-term sustainable volume growth. The strong positive feedback from early
adopters, combined with the encouraging acceleration in sales already coming
through, provides confidence in both the critical market need and the positive
impact of Tutivia™. We are now well positioned to scale adoption and broaden
our clinical footprint. We look forward to continued success in a commercial
setting as we drive towards long-term growth and value creation for our
stakeholders.
The focus this year will be to raise awareness and drive adoption of
Tutivia™. We also have range of other opportunities to expand the product
range, monetise our data assets, and potentially expand into new areas going
forward.
On behalf of the Board, I would like to thank our shareholders for their
support in this busy year.
Sara Barrington
Chief Executive Officer
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December 2024
Year to Year to
31 December 31 December
Note 2024 2023
US$'000 US$'000
Revenue 4 3,339 1,013
Administrative expenses 6 (8,709) (8,598)
Depreciation and amortisation (701) (829)
Exceptional expense - share based payments 21 (35) (453)
_________ _________
Loss from operations (6,106) (8,867)
Finance income 10 254 162
Finance expense 10 (22) (29)
_________ _________
Loss before tax (5,874) (8,734)
Tax expense 11 - -
_________ _________
Loss from continuing operations (5,874) (8,734)
Other comprehensive income:
Exchange gains / (losses) arising on translation of foreign operations 33 330
_________ _________
Total comprehensive loss (5,841) (8,406)
_________ _________
Earnings per share attributable to the 12
ordinary equity holders of the parent
Loss per share
Basic and diluted (US$) ($0.025) ($0.051)
_________ _________
The results reflected above relate to continuing operations.
Consolidated statement of financial position
as at 31 December 2024
Note 2024 2023
US$'000 US$'000
Assets
Current assets
Trade and other receivables 16 504 1,344
Cash and cash equivalents 4,061 2,645
_________ _________
4,565 3,989
_________ _________
Non-current assets
Property, plant and equipment 13 858 1,363
Intangible assets 14 2,069 2,091
_________ _________
2,927 3,454
_________ _________
Total assets 7,492 7,443
_________ _________
Liabilities
Current liabilities
Trade and other payables 17 (1,856) (3,345)
Lease liabilities 18 (182) (163)
Non-current liabilities 18 (189) (377)
_________ _________
NET ASSETS 5,265 3,558
_________ _________
Issued capital and reserves attributable to
owners of the parent
Share capital 19 310 219
Share premium reserve 20 40,368 32,946
Share-based payments reserve 20 4,341 4,306
Foreign exchange reserve (674) (707)
Retained earnings (39,080) (33,206)
_________ _________
TOTAL EQUITY 5,265 3,558
_________ _________
Company statement of financial position
as at 31 December 2024
Note 2024 2023
US$'000 US$'000
Assets
Current assets
Trade and other receivables 16 694 4,424
Cash and cash equivalents 3,592 787
_________ _________
4,286 5,211
_________ _________
Non-current assets
Property, plant and equipment 13 - -
Intangible assets 14 1,151 1,277
Investment in subsidiary undertaking 15 - -
_________ _________
1,151 1,277
_________ _________
Total assets 5,437 6,488
_________ _________
Liabilities
Current liabilities
Trade and other payables 17 (172) (270)
_________ _________
NET ASSETS 5,265 6,218
_________ _________
Issued capital and reserves attributable to
owners of the parent
Share capital 19 310 219
Share premium reserve 20 40,368 32,946
Share-based payments reserve 20 307 307
Foreign exchange reserve (1,124) (681)
Retained earnings (34,596) (26,573)
_________ _________
TOTAL EQUITY 5,265 6,218
_________ _________
The Company has taken advantage of the exemptions under section 408 of the
Companies Act 2006 not to present the Company profit or loss statement. The
loss of the Company for the year ended 31 December 2024 was US$8,023,000 (2023
- US$24,116,000).
Consolidated statement of cash flows
for the year ended 31 December 2024
Year to Year to
31 December 31 December
Note 2024 2023
US$'000 US$'000
Cash flows from operating activities
Loss before tax (5,874) (8,734)
Adjustments for:
Depreciation of property, plant and equipment 522 673
Amortisation of intangible fixed assets 179 156
Finance income (254) (162)
Finance expense 22 29
Share-based payment expense 35 453
_________ _________
(5,370) (7,585)
Decrease / (increase) in trade and other receivables 840 (824)
(Decrease / Increase in trade and other payables (1,490) 1,249
Income taxes paid - -
_________ _________
Net cash outflow from operating activities (6,020) (7,160)
_________ _________
Cash flows from investing activities
Purchases of property, plant and equipment (17) (23)
Purchase of intangibles (176) (208)
Interest received 254 162
_________ _________
Net cash generated from / (used in) investing activities 61 (69)
Cash flows from financing activities
Issue of ordinary shares 8,196 -
Expenses of share issue (683) -
Interest paid (22) (29)
Repayment of lease liabilities (169) (160)
_________ _________
Net cash inflow / (outflow) from financing activities 7,322 (189)
Net increase / (decrease) in cash and cash equivalents 1,363 (7,418)
Cash and cash equivalents at beginning of year 2,645 9,805
Exchange gains on cash and cash equivalents 53 258
_________ _________
Cash and cash equivalents at end of year 5 4,061 2,645
_________ _________
Company statement of cash flows
for the year ended 31 December 2024
Year to Year to
31 December 31 December
Note 2024 2023
US$'000 US$'000
Cash flows from operating activities
Loss for the period (8,023) (24,116)
Adjustments for:
Depreciation of property, plant and equipment - 59
Amortisation of intangible fixed assets 107 107
Finance income (254) (162)
Provision against receivable from subsidiary undertaking 7,765 23,342
Share-based payment expense 10
_________ _________
(405) (760)
Decrease / (increase) in trade and other receivables 8 3
Increase / (decrease) in trade and other payables (95) 165
Income taxes paid - -
_________ _________
Net cash outflow from operating activities (492) (592)
_________ _________
Cash flows from investing activities
Advances to wholly owned subsidiary undertaking (4,523) (8,386)
Purchase of intangibles - -
Interest received 254 162
_________ _________
Net cash used in investing activities (4,269) (8,224)
Cash flows from financing activities
Issue of ordinary shares 8,196 -
Expenses of share issue (683) -
_________ _________
Net inflow from financing activities 7,513 -
Net increase / (decrease) in cash and cash equivalents 2,752 (8,816)
Cash and cash equivalents at beginning of year 787 9,345
Exchange gains on cash and cash equivalents 53 258
_________ _________
Cash and cash equivalents at end of year 5 3,592 787
_________ _________
Consolidated statement of changes in equity
for the year ended 31 December 2024
Share Share Share-based Foreign Retained Total Total
capital premium payment exchange earnings attributable equity
reserve reserve to equity
holders of
parent
US$ US$ US$ US$ US$ US$ US$
1 January 2023 219 32,946 3,853 (1,037) (24,472) 11,509 11,509
Comprehensive income for the period
Loss - - - - (8,734) (8,734) (8,734)
Other comprehensive Income - - - 330 - 330 330
_________ _________ _________ _________ _________ _________ _________
Total comprehensive Income for the year - - - 330 (8,734) (8,406) (8,406)
_________ _________ _________ _________ _________ _________ _________
Contributions by and distributions to owners
Issue of share capital - - - - - - -
Costs of share issue - - - - - - -
Share-based payment - - 453 - - 453 453
_________ _________ _________ _________ _________ _________ _________
Total contributions by and - - 453 - - 453 453
distributions to owners
_________ _________ _________ _________ _________ _________ _________
31 December 2023 219 32,946 4,306 (707) (33,206) 3,558 3,558
_________ _________ _________ _________ _________ _________ _________
Consolidated statement of changes in equity
for the year ended 31 December 2024 (continued)
Share Share Share-based Foreign Retained Total Total
capital premium payment exchange earnings attributable equity
reserve reserve to equity
holders of
parent
US$ US$ US$ US$ US$ US$ US$
1 January 2024 219 32,946 4,306 (707) (33,206) 3,558 3,558
Comprehensive income for the year
Loss - - - - (5,874) (5,874) (5,874)
Other comprehensive Income - - - 33 - 33 33
_________ _________ _________ _________ _________ _________ _________
Total comprehensive Income for the year - - - 33 (5,874) (5,841) (5,841)
_________ _________ _________ _________ _________ _________ _________
Contributions by and distributions to owners
Issue of share capital 91 8,105 - - - 8,196 8,196
Costs of share issue - (683) - - - (683) (683)
Share-based payment - - 35 - - 35 35
_________ _________ _________ _________ _________ _________ _________
Total contributions by and 91 7,422 35 - - 7,548 7,548
distributions to owners
_________ _________ _________ _________ _________ _________ _________
31 December 2024 310 40,368 4,341 (674) (39,080) 5,265 5,265
_________ _________ _________ _________ _________ _________ _________
Company statement of changes in equity
for the year ended 31 December 2024
Share Share Share-based Foreign Retained Total Total
capital premium payment exchange earnings attributable equity
reserve reserve to equity
holders of
parent
US$ US$ US$ US$ US$ US$ US$
1 January 2023 219 32,946 297 (2,194) (2,457) 28,811 28,811
Comprehensive income for the year
Loss - - - - (24,116) (24,116) (24,116)
Other comprehensive Income - - - 1,513 - 1,513 1,513
_________ _________ _________ _________ _________ _________ _________
Total comprehensive Income for the year - - - 1,513 (24,116) (22,603) (22,603)
_________ _________ _________ _________ _________ _________ _________
Contributions by and distributions to owners
Issue of share capital - - - - - - -
Costs of share issue - - - - - - -
Share-based payment - - 10 - - 10 10
_________ _________ _________ _________ _________ _________ _________
Total contributions by and - - 10 - - 10 10
distributions to owners
_________ _________ _________ _________ _________ _________ _________
31 December 2023 219 32,946 307 (681) (26,573) 6,218 6,218
_________ _________ _________ _________ _________ _________ _________
Company statement of changes in equity
for the year ended 31 December 2024 (continued)
Share Share Share-based Foreign Retained Total Total
capital premium payment exchange earnings attributable Equity
reserve reserve to equity
holders of
parent
US$ US$ US$ US$ US$ US$ US$
1 January 2024 219 32,946 307 (681) (26,573) 6,218 6,218
Comprehensive income for the year
Loss - - - - (8,023) (8,023) (8,023)
Other comprehensive Income - - - (443) - (443) (443)
_________ _________ _________ _________ _________ _________ _________
Total comprehensive Income for the year - - - (443) (8,023) (8,466) (8,466)
_________ _________ _________ _________ _________ _________ _________
Contributions by and distributions to owners
Issue of share capital 91 8,105 - - - 8,196 8,196
Costs of share issue - (683) - - - (683) (683)
Share-based payment - - - -
_________ _________ _________ _________ _________ _________ _________
Total contributions by and 91 7,422 - - 7,513 7,513
distributions to owners
_________ _________ _________ _________ _________ _________ _________
31 December 2024 310 40,368 307 (1,124) (34,596) 5,265 5,265
_________ _________ _________ _________ _________ _________ _________
Notes forming part of the consolidated financial statements
for the year ended 31 December 2024
1 General information
The principal activity of Verici Dx plc (the "Company") is the development of
prognostic and diagnostic tests for kidney transplant patients.
The Company is a public limited company incorporated in England and Wales and
domiciled in the UK. The address of the registered office is Avon House, 19
Stanwell Road, Penarth, Cardiff CF64 2EZ and the company number is 12567827.
The Company was incorporated as Verici Dx Limited on 22 April 2020 as a
private company and on 9 September 2020 the Company was re-registered as a
public company and changed its name to Verici Dx plc.
2 Summary of material accounting policies
The principal accounting policies adopted in the preparation of the historical
financial information of the Company, which have been applied consistently to
the period presented, are set out below:
Basis of preparation
The financial statements have been prepared in accordance with UK adopted
International Accounting Standards ("UK IFRS"). The financial statements
of the Company for the year ended 31 December 2024 are prepared in accordance
with applicable law and UK Accounting Practice. Including FRS 101 "Reduced
Disclosure Framework" although no disclosure exemptions have been taken.
The functional currency and the presentational currency of the Company is
United States dollars ("USD" or "US$") as this is the currency of the primary
economic environment that the Company operates in.
New standards are not expected to impact the Company or Group as they are
either not relevant to the Company's or Group's activities or require
accounting which is consistent with the Company's and Group's current
accounting policies. The Directors have considered those standards and
interpretations which have not been applied in these financial statements, but
which are relevant to the Company's or Group's operations that are in issue
but not yet effective and do not consider that they will have a material
effect on the future results of the Company or Group.
Other
The Group does not expect any other standards issued by the IASB, but not yet
effective, to have a material impact on the group.
Measurement convention
The financial information has been prepared under the historical cost
convention. Historical cost is generally based on the fair value of the
consideration given in exchange for assets.
The preparation of the financial information in compliance with IFRS requires
the use of certain critical accounting estimates and management judgements in
applying the accounting policies. The significant estimates and judgements
that have been made and their effect is disclosed in note 3.
Basis of consolidation
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
Basis of consolidation (continued)
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.
Going concern
The financial statements have been prepared on the going concern basis.
The Group is in the early stages of commercialising its principal business of
diagnostic assays and did not commence recognising revenues from that activity
until after the reporting date, having secured Medicare Coverage for
Tutivia™ in April 2025
(https://www.londonstockexchange.com/news-article/VRCI/verici-receives-medicare-coverage-for-tutivia/16984309)
. The Group was able to generate revenues of $3.34 million in the reporting
period (2023: $1.01m million) through a global licensing and commercialisation
agreement over its Clarava, now renamed PTRA (Pre Transplant Risk Assessment),
test.
As at 31 May 2025 the Group held a cash position of $1.04 million, reflecting
receipt of the $750k milestone payment from Thermo Fisher, due under the
commercial contract for the PTRA test. That receipt extended the Group's
current cash runway to the end of July 2025.
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 (the
Going Concern period). There are uncertainties, particularly in relation to
the quantum and timing of cash receipts from revenue, especially revenue from
anticipated sales of tests. Those financial forecasts and projections have,
therefore, considered sensitivities in relation to both quantum and timing of
receipts and costs.
As announced on 11 June 2025, the Parent Company is engaged in an equity
fundraising (the "Fundraising") to extend the Group's cash runway and enable
it, to achieve its commercial objectives for Tutivia™. At the date of
approval of these financial statements, the Parent Company is working with its
advisers and has received positive indications of support from a number of
existing and new institutional and other investors. The Fundraising, which if
completed would extend the Group's cash runway beyond the Going Concern
period, provide growth finance to accelerate commercial roll-out and support
the scale up of Tutivia™ revenues. The Company is currently progressing an
application for Advance Assurance with HMRC and is also considering
alternative sources of funding.
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 the end of July 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 Parent Company.
The directors believe that additional funding can be obtained to enable the
Parent 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 the 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 Parent Company and the Group not being a going
concern.
The financial statements do not include any adjustments which would be
necessary should the Parent Company and the Group be unable to remain a going
concern.
Revenue
Revenue is recognised in accordance with the requirements of IFRS 15 'Revenue
from Contracts with Customers'. The Company recognises revenue to depict the
transfer of promised goods and services to customers in an amount that
reflects the consideration to which the Group expects to be entitled in
exchange for those goods and services.
Testing revenues
Diagnostic test revenues are recognised in the amount expected to be received
in exchange for diagnostic tests when the diagnostic tests are delivered. The
Company conducts diagnostic tests and delivers the completed test results to
the prescribing physician or patient, as applicable.
The fees for diagnostic tests are billed either to a third party such as
Medicare, medical facilities, commercial insurance payers, or to the
patient.
The Company estimates the transaction price, which is the amount of
consideration it expects to be entitled to receive in exchange for providing
services based on its historical collection experience, and the probability of
being paid at the time of delivering the test result.
Other revenues
Where a right of use license is entered into revenue is recognised when the
license is granted, unless there are conditions attached. Where conditions are
attached the revenue will only be recognised when all the performance
obligations have been satisfied.
Where a sales-based license is entered into which is conditional on future
performance criteria, revenue is recognised once the performance obligation to
which some or all of the sales-based has been allocated has been satisfied.
Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current tax
Current tax payable is based on taxable profit for the year. Taxable profit
differs from net profits as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates that have
been enacted or substantially enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or
recoverable on temporary differences between the carrying amounts of assets
and liabilities in the historical financial information and the corresponding
tax bases used in the computation of taxable profit and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary differences arise
from goodwill or from the initial recognition of other assets and liabilities
in a transaction that affects neither the accounting profit not taxable profit
(tax loss).
The carrying amount of deferred tax assets is
reviewed at each reporting end date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all
or part of the asset to be recovered. Deferred tax is calculated at the tax
rates that are expected to apply in the period when the liability is settled,
or the asset is realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in equity. Deferred
tax assets and liabilities are offset when the company has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority.
Share-based payments
Where equity settled share options are awarded to employees, the fair value of
the options at the date of grant is charged to the consolidated statement of
comprehensive income over the vesting period. Non-market vesting conditions
are taken into account by adjusting the number of equity instruments expected
to vest at each reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of options that
eventually vest. Non-vesting conditions and market vesting conditions are
factored into the fair value of the options granted. As long as all other
vesting conditions are satisfied, a charge is made irrespective of whether the
market vesting conditions are satisfied. The cumulative expense is not
adjusted for failure to achieve a market vesting condition or where a
non-vesting condition is not satisfied.
Where equity instruments are granted to persons other than employees, the
consolidated statement of comprehensive income is charged with the fair value
of goods and services received.
Foreign currency translation
a) Function and presentational currency
Items included in the financial statements of the
Group are measured using USD, the currency of the primary economic environment
in which the entity operates ('the functional currency'), which is also the
Company's presentation currency.
An entity with a different presentation or functional currency is translated
to the Group's reporting currency which involves translating assets,
liabilities, income and expenses at appropriate exchange rates. Any
resulting exchange differences are recognised in other comprehensive income.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates, of monetary assets and
liabilities denominated in foreign currencies to USD, are recognised in the
income statement.
Intangible assets
Intangible assets are measured at cost less accumulated amortisation and any
accumulated impairment losses.
Patents are recognised at fair value at the acquisition date. Patents have a
finite useful life and are subsequently carried at cost less accumulated
amortisation and impairment losses.
The Company amortises intangible assets with a limited useful life on a
straight-line basis. The following rates are applied:
Licence and patents - the shorter of the remaining life of the license and 15
years
Tangible assets
Tangible fixed assets are stated at cost net of accumulated depreciation and
accumulated impairment losses. Costs comprise purchase costs together with any
incidental costs of acquisition.
Depreciation is provided to write down the cost less the estimated residual
value of all tangible fixed assets by equal instalments over their estimated
useful economic lives on a straight-line basis. The following rates are
applied:
Plant and machinery - 3 years
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted prospectively if appropriate, if there is an indication
of a significant change since the last reporting date. Low value equipment
including computers is expensed as incurred.
Impairment of tangible and intangible assets
At each reporting end date, the Company reviews the carrying amounts of its
tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the Company estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset for which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit and loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment subsequently reverses, the carrying amount of the asset
(or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit and loss.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· Leases of low value assets; and
· Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Company's incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also
includes:
· amounts expected to be payable under any residual value guarantee
· the exercise price of any purchase option granted in favour of the
Company if it is reasonably certain to assess that option
· any penalties payable for terminating the lease, if the term of the
lease has been estimated on the basis of termination option being exercised.
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
· lease payments made at or before commencement of the lease
· initial direct costs incurred; and
· the amount of any provision recognised where the Company is
contractually required to dismantle, remove or restore the leased asset
(typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are
reduced for lease payments made. Right-of-use assets are amortised on a
straight-line basis over the remaining term of the lease or over the remaining
economic life of the asset if, rarely, this is judged to be shorter than the
lease term.
When the company revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised) it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted
using a revised discount rate. The carrying value of lease liabilities is
similarly revised when the variable element of future lease payments dependent
on a rate or index is revised, except the discount rate remains unchanged. In
both cases an equivalent adjustment is made to the carrying value of the
right-of-use asset, with the revised carrying amount being amortised over the
remaining (revised) lease term. If the carrying amount of the right-of-use
asset is adjusted to zero, any further reduction is recognised in profit or
loss.
Financial instruments
The Company classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability or an equity
instrument in accordance with the substance of the contractual arrangement.
Financial assets and financial liabilities are recognised on the statement of
financial position when the Company becomes a party to the contractual
provisions of the instrument.
a) Financial assets
Financial assets are classified, at initial recognition, at amortised cost or
carrying value. The classification of financial assets at initial
recognition depends on the financial asset's contractual cash flow
characteristics and the Company's business model for managing them.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition and re-evaluates this classification at every reporting
date.
As at the reporting date, the Company did not have any financial assets
subsequently measured at fair value.
Impairment provisions are recognised on an expected loss model (such as , the
amount of such a provision being the difference between the net carrying
amount and the present value of the future expected cash flows associated with
the impaired asset.
b) Financial liabilities
All financial liabilities are initially measured at fair value and, in the
case of loans and borrowings, net of directly attributable transaction costs.
They are subsequently measured at amortised cost, where applicable, using the
effective interest method, with interest expense recognised on an effective
yield basis.
c) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and deposits with a maturity
of less than three months at inception.
Financing expenses
Financing expenses comprise interest payable. Foreign exchange gains and
losses arising on foreign currency transactions are reported within
administrative expenses in the statement of comprehensive income.
Interest payable is recognised in the statement of comprehensive income as it
accrues, using the effective interest method.
Exceptional items
Items considered of such significance to enable the reader to better
understand the results for the year are presented separately as exceptional
items on the face of the statement of comprehensive income.
Research and development costs
Development costs and expenditure on pure and applied research and the
clinical trials are charged to the Income Statement in the year in which they
are incurred. Expenditure incurred on the development of internally
generated products will be capitalised based on the recognition criteria set
aside in IAS 38 "Intangible Assets".
Operating segments
The directors are of the opinion that the business of the Group comprises a
single activity, that of the development of prognostic and diagnostic tests
for kidney transplant patients. Consequently, all activities relate to this
segment. All the non-current assets of the Company are located in, or
primarily relate to, the USA.
3 Judgements and key sources of estimation uncertainty
The preparation of the Company's historical financial information under UK
IFRS requires the Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. Estimates and judgements are continually evaluated and
are based on historical experience and other factors including expectations of
future events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates. The Directors consider that
the following estimates and judgements are likely to have the most significant
effect on the amounts recognised in the financial information.
Key judgements
Carrying value of intangible assets, property, plant and equipment
In determining whether there are indicators of impairment of the Company's
intangible assets, the Directors take into consideration various factors
including the economic viability and expected future financial performance of
the asset and when it relates to the intangible assets arising on a business
combination, the expected future performance of the business acquired.
Going concern
The preparation of cash flow forecasts for the Group requires estimates to be
made of the quantum and timing of cash receipts from future commercial
revenues and the timing of future expenditure, all of which are subject to
uncertainty.
Key sources of estimation uncertainty
Carrying value of amounts owed by subsidiary undertaking
The operations of the wholly owned subsidiary, Verici Dx Inc, are funded by
the parent company, Verici Dx Plc. As such a receivable balance arises
reflecting the funds advanced. The recoverability of this balance is
dependent upon the economic viability and expected performance of the Group's
developed products.
If the underlying net assets of Verici Dx Inc. were to fall by 10% there would
be a further impairment charge of $526,000 in the accounts of Verici Dx Plc,
and in the underlying net assets were to improve by 10% there would be a
$526,000 reversal in the impairment loss to date.
4 Revenues
Revenues arose from the USA
Year to Year to
31 December 31 December
2024 2023
US$'000 US$'000
License revenue 3,339 1,013
_________ _________
Total 3,339 1,013
_________ _________
5 Financial instruments - Risk Management
The Group is exposed through its operations to the following financial risks:
- Credit risk
- Foreign exchange risk
- Liquidity risk and
- Capital disclosures
The Group is exposed to risks that arise from its use of financial
instruments. This note describes the Group's objectives, policies and
processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented
throughout these financial statements.
(i) Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
- Cash and cash equivalents
- Trade and other payables
(ii) Financial instruments by category
Financial asset
Group Company Group Company
Amortised Amortised Amortised Amortised
cost cost Cost cost
2024 2024 2023 2023
US$'000 US$'000 US$'000 US$'000
Cash and cash equivalents 4,061 3,592 2,645 787
Trade and other receivables 50 8 1,100 14
Amounts due from subsidiary - 629 - 4,349
_________ _________ _________ _________
4,111 4,229 3,745 5,150
Total financial assets _________ _________ _________ _________
Financial liabilities
Group Company Group Company
Amortised Amortised Amortised Amortised
Cost Cost Cost Cost
2024 2024 2023 2023
US$'000 US$'000 US$'000 US$'000
Trade and other payables 1,856 172 3,345 270
Leases 387 - 578 -
_________ _________ _________ _________
Total financial liabilities 2,243 172 3,923 270
_________ _________ _________ _________
(iii) Financial instruments not measured at fair value
Financial instruments not measured at fair value includes cash and cash
equivalents, trade and other receivables, and trade and other payables.
Due to their short-term nature, the carrying value of cash and cash
equivalents, trade and other receivables, and trade and other payables
approximates their fair value.
(iv) Financial instruments measured at fair value
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's finance function.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Group's exposure to credit risk is accounts receivables and
cash at bank. The Company only deposits cash with major banks with high
quality credit standing for amounts in excess of US$500,000.
Cash in bank and short-term deposits
The credit quality of cash has been assessed by reference to external credit
rating, based on Standard and Poor's long-term / senior issuer rating:
Group Group Company Company
2024 2024 2024 2024
Cash Cash
Rating at bank Rating at bank
US$'000 US$'000
Bank A A+ 3,592 A+ 3,592
Bank B 453 -
Bank C A+ 16 -
_________ _________
4,061 3,592
_________ _________
Group Group Company Company
2023 2023 2022 2022
Cash Cash
Rating at bank Rating at bank
US$'000 US$'000
Bank A A+ 787 A+ 787
Bank B 1,776 -
Bank C A+ 82 -
_________ _________
2,645 787
_________ _________
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into
transactions denominated in a currency other than their functional currency.
The Group's policy is, where possible, to allow group entities to settle
liabilities denominated in their functional currency. In the period before
commercial revenues US dollars are transferred from the Company to its US
subsidiary to enable it to meet its local obligations. Currently the Group's
liabilities are either US dollar or UK sterling. No forward contracts or
other financial instruments are entered into to hedge foreign exchange
movements, with funds being transferred from the Company to its US subsidiary
using spot rates.
As at 31 December 2024 assets held in Sterling amounted to US$125,000 (2023 -
US$113,000) and liabilities held in Sterling amounted to US$130,000 (2023 -
US$271,000).
The effect of a 5% strengthening of the Sterling against US dollar at the
reporting date on the Sterling denominated net assets carried at that date
would, all other variables held constant, have resulted in an increase in
post-tax loss for the period and decrease of net assets of US$6,000 (2023 -
decrease and increase US$8,000). A 5% weakening in the exchange rate would,
on the same basis, have decreased post-tax loss and increased net assets by
US$7,000 (2023 - increased and decreased US$8,000).
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
its financial obligations as they fall due. This risk is managed by the
production of rolling cash flow projections. The Group's continued future
operations depend on its ability to raise sufficient working capital through
the issue of share capital and generating revenue.
The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows) of financial liabilities which can all be
met from the cash resources currently available:
Between Between Between
Group Up to 3 3 and 12 1 and 2 2 and 5
months months years years
At 31 December 2024 US$'000 US$'000 US$'000 US$'000
Trade and other payables 658 - - -
Leases 46 146 97 98
_________ ________ ________ ________
Total 704 146 97 98
_________ ________ ________ ________
Between
Company Up to 3 3 and 12
months Months
At 31 December 2024 US$'000 US$'000
Trade and other payables 61 -
_________ _________
Total 61 -
_________ _________
Between Between Between
Group Up to 3 3 and 12 1 and 2 2 and 5
months months years years
At 31 December 2023 US$'000 US$'000 US$'000 US$'000
Trade and other payables 523 - - -
Leases 43 141 191 203
_________ ________ ________ ________
Total 566 141 191 203
_________ ________ ________ ________
Between
Company Up to 3 3 and 12
Months Months
At 31 December 2023 US$'000 US$'000
Trade and other payables 133 -
_________ _________
Total 133 -
_________ _________
Capital Disclosures
The Group monitors capital which comprises all components of equity (i.e.
share capital, share premium, and accumulated losses).
The Group's objectives when maintaining capital are to safeguard the entity's
ability to continue as a going concern.
6 Expenses by nature
Year to Year to
31 December 31 December
2024 2023
US$'000 US$'000
Employee benefit expenses (see note 8) 4,172 3,813
Depreciation of property, plant and equipment 522 673
Amortisation of intangible assets 179 156
Research and development costs 1,901 2,429
Licenses 250 50
Professional costs 807 948
Share-based payment expense for non-employees 35 248
Foreign exchange loss 8 272
Other costs 1,572 1,291
_________ _________
Total 9,445 9,880
_________ _________
7 Auditors' remuneration
During the year the Group obtained the following services from the Company's
auditor:
Year to Year to
31 December 31 December
2024 2023
US$'000 US$'000
Fees payable to the Company's auditor for the audit of the parent Company and 60 55
consolidated financial statements
_________ _________
Total 60 55
_________ _________
8 Employee benefit expenses
Year to Year to
31 December 31 December
2024 2023
US$'000 US$'000
Employee benefit expenses (including directors) comprise:
Wages and salaries 3,506 3,036
Benefits 277 256
Share-based payment expense (note 21 (#_37._Share-based_payment) ) 205
Social security contributions and similar taxes 235 198
Pension contributions 154 118
_________ _________
4,172 3,813
_________ _________
Key management personnel compensation
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Group, including
the Directors of the Company.
Year to Year to
31 December 31 December
2024 2023
US$'000 US$'000
Salary 549 655
Share based payment expense - 9
_________ _________
549 664
_________ _________
The average number of employees (including Directors) in the Group in the year
was 23 (2023 - 19).
9 Segment information
The Group has one division being the development of prognostic and diagnostic
tests for kidney transplant patients.
10 Finance income and expense
Year to Year to
31 December 31 December
2024 2023
US$'000 US$'000
Finance income
Bank interest 254 162
_________ _________
Total finance income 254 162
_________ _________
Finance expense
Interest on lease liabilities 21 29
Other interest 1 -
_________ _________
Total finance expense 22 29
_________ _________
11 Tax expense
Year to Year to
31 December 31 December
2024 2023
US$'000 US$'000
Current tax expense
Current tax on loss for the year - -
_________ _________
Total current tax - -
Deferred tax asset
On losses generated in the year - -
_________ _________
- -
_________ _________
11 Tax expense (continued)
The reasons for the difference between the actual tax charge for the year and
the standard rate of corporation tax in the United Kingdom applied to profits
for the year are as follows:
Year to Year to
31 December 31 December
2024 2023
US$'000 US$'000
Loss for the period (5,874) (8,734)
_________ _________
Tax using the Company's domestic tax rate of 25% (1,468) (1,660)
Expenses not deductible for tax purposes 11 15
Accelerated capital allowances 166 188
Unrecognised deferred tax assets 1,431 2,132
Different tax rates applied in overseas jurisdictions (140) (675)
_________ _________
Total tax expense - -
_________ _________
The unrecognised deferred tax relates to two elements: the unrecognised
deferred tax arising on share-based payments of US$10,000 (2023 - US$124,000)
and unrecognised deferred tax on taxable losses of US$1,421,000 (2023 -
US$2,008,000). Total taxable losses carried forward comprise of Federal US
losses of $16,451,000 (2023 - US$11,074,000) which do not expire but can only
offset against 80% of taxable profits from the same trade. In addition, US
tax losses of $15,115,000 (2023 - US$15,427,000) are carried forward as
research and development taxable asset to be used against future profits from
the same trade. Tax losses in the UK at US$2,223,000 (2023 -
US$2,106,000). No deferred tax asset is recognised for these losses due to
early stage in the development of the Group's activities.
12 Earnings per share
Year to Year to
31 December 31 December
2024 2023
Total Total
Numerator US$ US$
Loss for the period used in basic EPS (5,874,227) (8,734,093)
Denominator
Weighted average number of ordinary shares used in basic EPS 232,648,012 170,319,245
Resulting loss per share (US$0.025) (US$0.051)
The Company has one category of dilutive potential ordinary share, being share
options (see note 21). The potential shares were not dilutive in the period as
the Group made a loss per share in line with IAS 33.
13 Tangible assets
Leasehold Plant & machinery
Group property Total
US$'000 US$'000 US$'000
Cost or valuation
At 1 January 2023 1,288 1,602 2,890
Additions - 23 23
Foreign exchange movements - 27 27
_________ _________ _________
At 31 December 2023 1,288 1,652 2,940
Additions - 17 17
Foreign exchange movements - (8) (8)
_________ _________ _________
At 31 December 2024 1,288 1,661 2,949
_________ _________ _________
Accumulated depreciation and impairment
At 1 January 2023 (76) (804) (880)
Depreciation (240) (433) (673)
Foreign exchange movements - (24) (24)
_________ _________ _________
At 31 December 2023 (316) (1,261) (1,577)
Depreciation (243) (279) (522)
Foreign exchange movements - 8 8
_________ _________ _________
At 31 December 2024 (559) (1,532) (2,091)
_________ _________ _________
Net book value
At 31 December 2024 729 129 858
_________ _________ _________
At 31 December 2023 972 391 1,363
_________ _________ _________
Included in leasehold property at 31 December 2024 are right of use assets
with a cost of US$465,000 (2023 - US$465,000) and accumulated depreciation of
US$222,000 (2023 - US$111,000) relating to the lease of the Company's
laboratory in Tennessee. Included within plant and machinery is an asset
financed under a leasing contract with a cost of US$238,000 (2023 -
US$238,000). The liability is secured against the asset.
13 Tangible assets (continued)
Plant & machinery
Company Total
US$'000 US$'000
Cost or valuation
At 1 January 2023 503 503
Foreign exchange movements 27 27
_________ _________
At 31 December 2023 530 530
Foreign exchange movements (8) (8)
_________ _________
At 31 December 2024 522 522
_________ _________
Accumulated depreciation and impairment
At 1 January 2023 (447) (447)
Depreciation (59) (59)
Foreign exchange movements (24) (24)
_________ _________
At 31 December 2023 (530) (530)
Depreciation - -
Foreign exchange movements 8 8
_________ _________
At 31 December 2024 (522) (522)
_________ _________
Net book value
At 31 December 2024 - -
_________ _________
At 31 December 2023 - -
_________ _________
14 Intangible assets
Group License and patents Total
US$'000 US$'000
Cost
At 1 January 2023 2,302 2,302
Additions 208 208
Foreign exchange movements 84 84
_________ _________
At 31 December 2023 2,594 2,594
Additions 176 176
Foreign exchange movements (26) (26)
_________ _________
At 31 December 2024 2,744 2,744
_________ _________
Accumulated amortisation and impairment
At 1 January 2023 (332) (332)
Amortisation charge (156) (156)
Foreign exchange movements (15) (15)
_________ _________
At 31 December 2023 (503) (503)
Amortisation charge (179) (179)
Foreign exchange movements 7 7
_________ _________
At 31 December 2024 (675) (675)
_________ _________
Net book value
At 31 December 2024 2,069 2,069
_________ _________
At 31 December 2023 2,091 2,091
_________ _________
14 Intangible assets (continued)
Company License and patents Total
US$'000 US$'000
Cost
At 1 January 2023 1,588 1,588
Additions - -
Foreign currency movements 84 84
_________ _________
At 31 December 2023 1,672 1,672
Additions - -
Foreign currency movements (26) (26)
_________ _________
At 31 December 2024 1,646 1,646
_________ _________
Accumulated amortisation and impairment
At 1 January 2023 (273) (273)
Amortisation charge (107) (107)
Foreign exchange movements (15) (15)
_________ _________
At 31 December 2023 (395) (395)
Amortisation charge (107) (107)
Foreign exchange movements 7 7
_________ _________
At 31 December 2024 495 495
_________ _________
Net book value
At 31 December 2024 1,151 1,151
_________ _________
At 31 December 2023 1,277 1,277
_________ _________
The licence was acquired from Renalytix AI Plc on 4 May 2020 pursuant to a
purchase of business assets. This license in turn was granted to Renaltix AI
Plc by the Icahn School of Medicine at Mount Sinai for rights to intellectual
property and data to support the FractalDx families of diagnostic assays. In
addition, amounts are spent on the prosecution and protection of patent
applications.
The Group has tested the carrying value for impairment at 31 December 2024.
The recoverable amount was assessed in the basis of value in use. The assessed
value exceeded the carrying value and no impairment loss was recognised. The
key assumptions in the calculation to assess value in use are future revenues
and costs and the ability to generate future cash flows. Recent working
capital projections approved by the Board were used as well as forecasts for a
further four years, followed by an extrapolation of expected cash flows and
the calculation of a terminal value.
15 Subsidiary
The subsidiary of Verici Dx plc, which has been included in these consolidated
financial statements at a cost of US$10, is as follows:
Country of incorporation and Proportion of ownership
Name principal place of business interest at 31 December
2022 and 2023
Verici Dx Inc United States of America 100%
16 Trade and other receivables
Group Company Group Company
2024 2024 2023 2023
US$'000 US$'000 US$'000 US$'000
Accounts receivable - - 1,013 -
Prepayments 454 57 244 61
Other debtors 50 8 87 14
Amount due from wholly owned subsidiary undertaking - 629 - 4,349
_________ _________ _________ _________
504 694 1,344 4,424
_________ _________ _________ _________
The amount due from the wholly owned subsidiary undertaking reflects an
impairment charge of $7,765,000 (2023 - $23,342,000) to record what is
considered to be the recoverable amount based on the net assets of that
company.
17 Trade and other payables
Group Company Group Company
2023 2023 2023 2023
US$'000 US$'000 US$'000 US$'000
Trade payables 658 19 475 85
Other payables 43 42 48 48
Deferred income - - 1,500 -
Accruals 1,155 111 1,322 137
_________ _________ _________ _________
Total trade and other payables 1,856 172 3,345 270
_________ _________ _________ _________
The carrying value of trade and other payables classified as financial
liabilities measured at amortised cost approximates fair value.
The only movements within financial liabilities relate to payments for payable
and leases within the Financial Instruments note.
The deferred income has been recognised as revenue in the year to 31 December
2024.
18 Lease liabilities
Land and Plant and
Group buildings machinery Total
US$'000 US$'000 US$'000
At 1 January 2023 461 239 700
Interest expense 14 15 29
Repayments (96) (93) (189)
________ ________ ________
At 31 December 2023 379 161 540
________ ________ ________
Repayments (99) (91) (190)
Interest expense 11 10 21
________ ________ ________
At 31 December 2024 291 80 371
________ ________ ________
The Company acquired an asset under capital lease financing arrangements.
The Company operates from one office which is rented under a lease agreement
ending on 1 November 2027 under which rent is payable monthly.
2024 2023
US$'000 US$'000
Maturity of lease liabilities
Within 3 months 43 37
Between 3 - 12 months 139 126
Between 1 - 2 years 92 180
Between 2 - 5 years 97 197
________ ________
371 540
________ ________
19 Share capital
Issued and fully paid
2024 2023
Number US$
Ordinary shares of £1 each
On incorporation 1 1
__________ __________
Ordinary shares of £0.001 each
At 31 December 2022 141,747,816 181,614
Issue of new shares on 11 March 2022 28,571,429 37,342
__________ __________
At 31 December 2022 and 2023 170,319,254 218,956
Issue of new shares on 20 February 2024 72,222,222 91,065
__________ __________
At 31 December 2024 242,541,476 310,021
__________ __________
On 20February 2024 the Company issued 72,222,222 ordinary shares of £0.001 at
an issue price of £0.09 per share raising gross proceeds of US$8,196,000
((£6,500,000).
20 Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value.
Foreign exchange reserve Gains/losses arising on retranslating the net assets of parent company
operations into US dollars.
Retained earnings All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere.
21 Share-based payment
On 28 October 2020, 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.
With the exception of options over 10,631,086 shares, which vested immediately
on grant in 2020, the options vest equally over twelve quarters from the grant
date. 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 equal
quarterly 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.
Weighted
average
exercise
price (p) Number
Exercisable at 31 December 2023 26.86 6,378,066
________ _________
Granted in the year 450,000
________ ________
Exercisable at 31 December 2023 14.34 6,828,066
________ ________
Cancelled in the year (910,000)
Granted in the year 10.0 1,550,000
________ ________
Exercisable at 31 December 2024 14.41 7,468,066
________ ________
The exercise price of options outstanding at 31 December 2024 ranged
between 10p and 35p and their weighted average contractual life was 6.75
years.
The weighted average fair value of each option granted during the year was
10p. The weighted average fair value of the options outstanding at 31
December 2024 was 14.41p.
The fair value of each share option granted has been estimated using a
Black-Scholes model and has an assessment of 10p. The inputs into the model
are a share prices of 6.75p and exercise price of 10p and expected volatility
of 80.03%, no expected dividend yield, contractual life of 10 years and a
risk-free interest rate of 3.84%. As of 31 December 2024, none of the granted
stock options have been exercised.
In 2023, a reduction in the strike price to 10p was performed to 10,251,130
options leading to an increase in the fair value of such instruments. The
modification in the strike price had an effective date of 28 August 2023 and
the weighted average incremental fair value was 2.49p as a result.
The incremental fair value granted was measured as the difference between the
fair value of the modified options and that of the original options, both
computed at the modification's date, i.e., the fair values were measured right
before and after the modification.
The weighted average fair value before the modification was 1.06p and right
after the modification is 3.55p. The option pricing model used for the
estimations is the Black-Scholes model and the inputs to the model for both
valuations are a share price of 10.25p; a weighted average volatility of
80.15%; a weighted average life of 1.07 years; and a weighted average
risk-free rate of 5.41%. The exercise prices used right before the
modification are 10p, 20p, 40p, 45.5p, 48.5p, 50p, and 69.5p, while the strike
price used after the modification is 10p.
The expected volatility is estimated based on the Company's and a peer group's
annualised standard deviation of the continuously compounded rates of daily
return on share price history equal to the expected lifetime of the options.
The average volatility from the peers and Verici is used.
As of 31 December 2024, none of the modified stock options have been
exercised.
The Group recognised total expenses of US$35,000 (2023 - US$453,000) within
administrative expenses relating to equity-settled share-based payment
transactions during the period.
22 Related party transactions
In the year to 31 December 2024 an amount of US$56,000 (2023 - US$21,000) was
invoiced by Renalytix Plc as full reimbursement for expenses incurred on
behalf of the Company as a cost sharing arrangement for a quality management
software product. As of 31 December 2024, the amount owed to Renalytix Plc
was US$56,000 (2023 - US$Nil).
In the year to 31 December 2024 an amount of US$216,000,000 (2023 - US$50,000)
was invoiced by Icahn School of Medicine at Mount Sinai for milestone fees due
under the license agreement described in the Admission Document. As of 31
December 2024, the amount owed to Icahn School at Medicine at Mount Sinai was
US$116,000 (2023 - US$Nil).
23 Events after the reporting date
As announced on 11 June 2025 the Company is proposing to carry out an
equity fundraising to extend the Company's cash runway. On 27 May a General
Meeting was held that granted the authorities to issue shares once the size
and structure of the fundraising is determined.
EXCERPT FROM INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VERICI DX Plc
Opinion
We have audited the financial statements of Verici Dx plc (the "Parent
Company") and its subsidiaries (the "Group") for the year ended 31 December
2024, which comprise:
· the consolidated statement of profit and loss and other comprehensive
income for the year ended 31 December 2024;
· the consolidated and Parent Company statements of financial position
as at 31 December 2024;
· the consolidated and Parent Company statement of cash flows for the
year then ended;
· the consolidated and Parent Company statements of changes in equity
for the year then ended; and
· the notes to the financial statements, including material accounting
policies.
The financial reporting framework that has been applied in the preparation of
the Group financial statements is applicable law and UK-adopted international
accounting standards. The financial reporting framework that has been applied
in the preparation of the Parent Company financial statements is applicable
law and United Kingdom Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
· 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 financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the Parent Company financial statements have been properly prepared
in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and the 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.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that,
at the date of approval of these financial statements, the Directors consider
that the Group will require additional funding before the end of July 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 Parent Company.
The directors believe that additional funding can be obtained to enable the
Parent 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 the 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 Parent Company and the Group not being 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 Parent Company's ability to continue to adopt
the going concern basis of accounting included;
· Reviewing director'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 director's forecasts;
· Challenging directors 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 directors are 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 directors 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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