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Stablepharma Limited

Annual Report and Financial Statements
Year Ended 31 January 2023

Registration number: 07925414

 

Stablepharma Limited

Contents

Joint Chairman and Chief Executive Statement

1

Balance Sheet

2

Notes to the Financial Statements

3 to 12

 

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
£

Fixed assets

 

Intangible assets

4

159,067

197,237

Tangible assets

5

13,448

14,534

Investments

6

2,549

2,549

 

175,064

214,320

Current assets

 

Debtors

7

975,453

628,831

Cash at bank and in hand

 

3,511,105

1,885,506

 

4,486,558

2,514,337

Creditors: Amounts falling due within one year

8

(154,835)

(43,447)

Net current assets

 

4,331,723

2,470,890

Net assets

 

4,506,787

2,685,210

Capital and reserves

 

Called up share capital

9

8,712

7,843

Share premium reserve

11

7,031,716

3,883,568

Share option reserve

11

1,507,424

1,062,043

Profit and loss account

(4,041,065)

(2,268,244)

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 Board on 26 October 2023 and signed on its behalf by:
 

.........................................
Mr N J Mayall
Company secretary and director

Company Registration Number: 07925414

 

Stablepharma Limited

Notes to the Financial Statements

Year Ended 31 January 2023

1

General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
Stablepharma Limited
Ground Floor
90 Victoria Street
Bristol
BS1 6DP

The principal place of business is:
4 Queen Street
Bath
BA1 1HE

These financial statements were authorised for issue by the Board on 26 October 2023.

2

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

The Company has taken advantage of the exemption provided by Section 400 of the Companies Act 2006 and has not prepared group accounts. These financial statements present information about the Company as an individual undertaking and not about its group..

 

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

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

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
The company holds the following financial instruments:

• Short term other debtors and trade creditors; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

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.


 

3

Staff numbers

The average number of persons employed by the company during the year, was 8 (2022 - 8).

 

Stablepharma Limited

Notes to the Financial Statements

Year Ended 31 January 2023

4

Intangible assets

Trademarks
£

Development costs
 £

Patents
 £

Total
£

Cost or valuation

At 1 February 2022

9,993

85,273

221,576

316,842

Additions

2,665

-

12,214

14,879

At 31 January 2023

12,658

85,273

233,790

331,721

Amortisation

At 1 February 2022

311

56,848

62,446

119,605

Amortisation charge

1,245

28,425

23,379

53,049

At 31 January 2023

1,556

85,273

85,825

172,654

Carrying amount

At 31 January 2023

11,102

-

147,965

159,067

At 31 January 2022

9,682

28,425

159,130

197,237

5

Tangible assets

Computer and office equipment
 £

Plant and machinery
£

Total
£

Cost or valuation

At 1 February 2022

7,191

12,602

19,793

Additions

4,388

38,564

42,952

Disposals

-

(38,564)

(38,564)

At 31 January 2023

11,579

12,602

24,181

Depreciation

At 1 February 2022

2,108

3,151

5,259

Charge for the year

2,324

5,488

7,812

Eliminated on disposal

-

(2,338)

(2,338)

At 31 January 2023

4,432

6,301

10,733

Carrying amount

At 31 January 2023

7,147

6,301

13,448

At 31 January 2022

5,083

9,451

14,534

 

Stablepharma Limited

Notes to the Financial Statements

Year Ended 31 January 2023

6

Investments

2023
£

2022
£

Investments in subsidiaries

2,549

2,549

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

     

2023

2022

Subsidiary undertakings

Stablepharma Spain SL

C. de Santiago Grisolía, 2, 28002 Tres Cantos, Madrid

Spain

Ordinary

100%

100%

The company was incorporated on 30 July 2021.

Subsidiary undertakings

Stablepharma Spain SL

The principal activity of Stablepharma Spain SL is Pharmaceutical technology research and development.

7

Debtors

Note

2023
£

2022
£

Amounts owed by group undertakings and undertakings in which the company has a participating interest

10

38,564

-

Prepayments

 

3,901

31,734

Other debtors

 

932,988

597,097

 

975,453

628,831

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

8

Creditors

Creditors: amounts falling due within one year

2023
£

2022
£

Due within one year

Trade creditors

47,371

17,058

Taxation and social security

23,127

15,139

Other creditors

4,881

-

Accruals and deferred income

79,456

11,250

154,835

43,447

9

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary of £0.0001 each

87,117,841

8,712

78,427,012

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

10

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).

11

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

Number

Exercise price

Number

Exercise price

Pence

Pence

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

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%

12

Audit report

The Independent Auditors' Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report was Paul Putnam, who signed for and on behalf of PKF Francis Clark on 27 October 2023.