Year Ended
Registration number:
Stablepharma Limited
Contents
Joint Chairman and Chief Executive Statement |
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Balance Sheet |
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Notes to the Financial Statements |
Stablepharma Limited
Joint Chairman and Chief Executive Statement
As we progress in our journey towards making fridge-free vaccines a reality, we continue to demonstrate the unique expertise the Stablepharma team brings to vaccine stabilisation. Throughout 2022/23, we have made strong progress, accelerating on multiple fronts as we sign off the accounts.
Despite a very challenging fund-raising environment and market headwinds, we have closed an extension of our Series A round with over £3.3m committed in 2022, including £1.99m from our lead investors Hamilton Portfolio and Oval Investments. In addition, we have been awarded an Innovate UK grant to help with the financing of SPVX02 clinical trials with NHS Southampton University Hospital.
In September 2022, Stablepharma and BulBio have concluded animal challenge studies, demonstrating that the SPVX02 vaccine is fully potent even after exposure to 45°C for 12 months. Following this positive data readout, in October 2022, we have signed an exclusive supply agreement with BulBio which gives us access to the Td bulk vaccine, BulBio regulatory dossiers and perhaps most importantly, provides us with the global marketing rights of SPVX02 for Tetanus diphtheria. Subsequently, we have signed a similar exclusive supply agreement with BulBio on SPVX06 for Tetanus mono vaccine.
We initiated our manufacturing partnership with Thermo Fisher Scientific (TFS) and we are working very closely with their team on optimisation of GMP manufacturing of SPVX02 (Td vaccine). The Stablepharma and TFS teams have made significant progress with a view to commencing GMP manufacturing of our vaccine in 2023.
In the first half of 2023, we had meetings with and received official Scientific Advice from both the MHRA and EMA regulatory agencies, which has paved the regulatory pathway for fridge-free vaccines. In addition, we have published a peer-reviewed paper on our fridge-free technology in the prestigious journal Vaccine (Elsevier).
We are pursuing several other partnership agreements with big pharmaceutical companies on the mRNA/LNP stabilisation technology.
Moving forwards, we are working relentlessly to advance our SPVX02 (Td) programme, first achieving a GMP manufacturing batch and then starting clinical trials - which is our key priority. Karen O’Hanlon was hired to lead Clinical Development in order to incorporate regulatory feedback from MHRA and EMA, and carefully execute on our clinical strategy.
None of this work can be done however, without the financial support of our shareholders. We thank them for their continued confidence in our vision and for contributing in the £3.3m Series A/Part B fund-raise.
I would also like to recognise the Stablepharma team for their hard work, innovation, and talent - it is truly a great team to work with - thank you.
Stablepharma is in its strongest position ever, with supportive investors and a reputation for unique expertise in vaccine stabilisation, attracting world-class partners in the pharmaceutical industry.
Dr. Bruce Roser - Chairman
Ozgur Tuncer - CEO & Executive Director
October 2023
Stablepharma Limited
Balance Sheet
31 January 2023
Note |
2023 |
2022 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
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Called up share capital |
8,712 |
7,843 |
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Share premium reserve |
7,031,716 |
3,883,568 |
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Share option reserve |
1,507,424 |
1,062,043 |
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Profit and loss account |
(4,041,065) |
(2,268,244) |
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Shareholders' funds |
4,506,787 |
2,685,210 |
These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.
Approved and authorised by the
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Company Registration Number: 07925414
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
The principal place of business is:
4 Queen Street
Bath
BA1 1HE
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. There are no material departures from FRS 102.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Group accounts not prepared
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
Going concern
The preparation of the financial statements requires the directors to make a number of estimates, including an assessment of the appropriateness of the going concern basis of preparation of the financial statements. This assessment includes a review of the future economic environment and company’s future prospects and performance. The business remains within its research and development phase and is consequently pre-revenue. The company is continuing to develop the following projects: Tetanus Diptheria Vaccine (SPVX02), Tetanus Vaccine (SPVX06) and mRNA/LNP Research.
Management have produced budgets until January 2025. These budgets assume that all projects will continue over that period and that the company will remain within its pre-revenue phase. In order to continue with the development of these projects further funding will be required. Management have assumed in their budgets that there will be a further £5m fund raise later this year. Should this fund raise be successful this is anticipated to provide the company with sufficient funding to continue with these projects over the budgeted period.
However, there is no certainty that the fund raising would be successful either in full or in part. As a result management have produced a budget that assumes that its research and development is put on hold until further funding is available. This budget would require the company to either cut the costs of its administrative functions or raise a smaller amount of funding during the budget period for it to continue to operate.
At the time of signing these accounts the directors are confident that the business has sufficient funds to continue to operate, albeit at a significantly reduced level should additional funding not be available, for the next 12 months. Consequently, the financial statements have been prepared on a going concern basis.
Key judgements and sources of estimation uncertainty
In the application of the Company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key judgement that has a significant effect on the financial statements is in respect of the capitalisation of intangible assets. This has been assessed against FRS 102 to ensure there is probable that the expected future economic benefits will flow to the entity.
The key estimates that have a significant effect on the financial statements are in respect of the business currently being in the research and development phase. Associated costs have previously been capitalised and amortised over 3 years. Currently, however, these research and develpoment costs are not being capitalised until the products are further along their development.
Government grants
Government grants are accounted for under the accruals method. These are credited to the profit and loss account when the company is entitled to the income.
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, as follows:
Asset class |
Depreciation method and rate |
Computer and office equipment |
25% straight line |
Plant and machinery |
25% straight line |
Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Patents |
10 years straight line |
Development |
3 years straight line |
Trademarks |
10 years straight line |
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
Investments
Investments in equity shares which are not publicly traded are measured at cost less any impairment.
Share based payments
The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
A share-based compensation plan is also operated for consultancy services received. This is measured at the fair value of the services provided.
The equity element of the plan is credited to share option reserve.
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
Financial instruments
Classification
• Short term other debtors and trade creditors; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Staff numbers |
The average number of persons employed by the company during the year, was
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
Intangible assets |
Trademarks |
Development costs |
Patents |
Total |
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Cost or valuation |
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At 1 February 2022 |
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Additions |
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- |
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At 31 January 2023 |
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Amortisation |
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At 1 February 2022 |
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Amortisation charge |
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At 31 January 2023 |
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Carrying amount |
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At 31 January 2023 |
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- |
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At 31 January 2022 |
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Tangible assets |
Computer and office equipment |
Plant and machinery |
Total |
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Cost or valuation |
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At 1 February 2022 |
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Additions |
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Disposals |
- |
( |
( |
At 31 January 2023 |
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Depreciation |
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At 1 February 2022 |
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Charge for the year |
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Eliminated on disposal |
- |
( |
( |
At 31 January 2023 |
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Carrying amount |
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At 31 January 2023 |
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At 31 January 2022 |
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Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
Investments |
2023 |
2022 |
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Investments in subsidiaries |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2023 |
2022 |
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Subsidiary undertakings |
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C. de Santiago Grisolía, 2, 28002 Tres Cantos, Madrid Spain |
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The company was incorporated on 30 July 2021.
Subsidiary undertakings |
Stablepharma Spain SL The principal activity of Stablepharma Spain SL is |
Debtors |
Note |
2023 |
2022 |
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Amounts owed by group undertakings and undertakings in which the company has a participating interest |
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- |
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Prepayments |
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Other debtors |
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Details of non-current trade and other debtors
£815,654 (2022 -£Nil) of Deferred tax asset is classified as non current.
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
Creditors |
Creditors: amounts falling due within one year
2023 |
2022 |
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Due within one year |
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Trade creditors |
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Taxation and social security |
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Other creditors |
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- |
Accruals and deferred income |
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Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
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No. |
£ |
No. |
£ |
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8,712 |
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7,843 |
During the year, the company issued 8,400,343 Ordinary shares of £0.0001 through fundraising and 290,486 Ordinary shares of £0.0001 were exercised through the share option scheme. The net premium generated from this share issued was £3,082,789.
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
Related party transactions |
At 31 January 2023 the balance owed by N Child was £Nil (2022: £515). No interest was paid on this balance. In the year shares worth £112,240 (2022: £125,000) were sold.
At 31 January 2023 the balance owed to R Shepherd was £93 (2022: £78). No interest was paid on this balance.
During the year N Mayall (Director) did not purchase shares in the Company (2022: £20,000).
During the year C Goddard (Director) did not purchase shares in the Company (2022: £15,000).
During the year R Shepherd (Director) did not purchase shares in the Company (2022: £20,000).
During the year the Company made purchases from Pen Adventures LLP, PAL Advisory Limited and Pen Partnership L,P (related companies through common director) of £103,262 (2022: £56,580). During the year Stablepharma Limited repaid £101,780. At 31 January 2023, the balance owed to the PAL Advisory Limited was £Nil).
During the year the Company made purchases from Stablepharma Spain S.L. of £302,256 (2022: £61,414). At 31 January 2022 the balance owed from Stablepharma Spain S.L. was £Nil (2022: £Nil).
Share-based payments |
The company introduced an unapproved share based remuneration scheme in 2020 for certain employees and consultants. Under the scheme the board of directors can grant options over shares in the company to employees of, or consultants to the company.
Options are granted with a fixed exercise price for the reporting date given the restricted market for the shares. The contractual life of an option is 7.5 years from the grant date.
The expense recognised in the year for share based payment plan in respect of consultants' services received is £40,000 (2022: £93,249). All of which related to equity-settled share based payment transactions.
During the year, the Company introduced an EMI options scheme. Under this scheme, 2,089,956 Ordinary shares were granted of which 290,486 were exercised at nominal value of £0.0001. The Company also granted 704,448 shares under the unapproved options scheme.
The share-based remuneration expense totals £470,740 (2022: £340,593) and is calculated using the black scholes model.
Stablepharma Limited
Notes to the Financial Statements
Year Ended 31 January 2023
2023 |
2023 |
2022 |
2022 |
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Number |
Exercise price |
Number |
Exercise price |
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Pence |
Pence |
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Outstanding at 1 February |
9,515,602 |
8.09 |
4,251,558 |
14.37 |
Granted |
2,794,404 |
4.02 |
5,264,044 |
3.01 |
Exercised |
(290,486) |
0.01 |
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Outstanding at 31 January |
12,019,520 |
7.17 |
9,515,602 |
8.09 |
Equity-settled |
2023 |
2022 |
Option pricing model used |
Black-Scholes |
Black-Scholes |
Weighted average share price at grant date (pence) |
£0.1495 |
£0.1393 |
Exercise price (pence) |
£0.0423 |
£0.0301 |
Weighted average contractual life (years) |
7.50 |
15 |
Expected volatility |
50% |
50% |
Expected dividend growth rate |
0% |
0% |
Risk-free interest rate |
3.57% |
3% |
Audit report |