Company registration number 04948632 (England and Wales)
CELLCENTRIC LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CELLCENTRIC LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
CELLCENTRIC LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
5
1,495,761
883,084
Cash at bank and in hand
23,933,758
11,163,779
25,429,519
12,046,863
Creditors: amounts falling due within one year
6
(24,657,368)
(2,137,837)
Net current assets
772,151
9,909,026
Capital and reserves
Called up share capital
7
51,214
50,458
Share premium account
65,787,542
63,432,217
Capital redemption reserve
436
436
Profit and loss reserves
(65,067,041)
(53,574,085)
Total equity
772,151
9,909,026

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 22 August 2024 and are signed on its behalf by:
Dr W H L West
Director
Company registration number 04948632 (England and Wales)
CELLCENTRIC LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
48,936
62,683,442
33
(41,552,803)
21,179,608
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(12,021,282)
(12,021,282)
Issue of share capital
1,925
748,775
-
-
750,700
Redemption of shares
7
(403)
-
0
403
-
0
-
0
Balance at 31 December 2022
50,458
63,432,217
436
(53,574,085)
9,909,026
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(11,492,956)
(11,492,956)
Issue of share capital
7
756
2,355,325
-
-
2,356,081
Balance at 31 December 2023
51,214
65,787,542
436
(65,067,041)
772,151
CELLCENTRIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

CellCentric Limited is a private company limited by shares, registered in England and Wales. The registered office is Chesterford Research Park, Little Chesterford, Cambridge, Essex, CB10 1XL. The registered number is 04948632.

1.1
Accounting convention

The financial statements have been prepared in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (UK Generally Accepted Accounting Practice applicable to Smaller Entities) and part 15 of the Companies Act 2006, as applicable to companies subject to the small companies regime. As such the financial statements do not include a cashflow statement or strategic report.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies are set out below.

1.2
Going concern

The company has incurred a loss for the year after tax of £11,492,956 and expects to incur further losses in the future as a result of its research activities.

 

The company will therefore remain dependent on further investment to fund its research activities. On the 11 July 2024 the Company secured additional investment of $35.7m which will provide adequate cashflows to continue in operational existence for at least 12 months from the balance sheet date and therefore the financial statements have been prepared on a going concern basis.

1.3
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

CELLCENTRIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 substantively enacted by the reporting end date.

1.9
Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related services are provided.

CELLCENTRIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.10
Foreign exchange

Transactions denominated in foreign currencies are translated into sterling and recorded at the rate of exchange ruling at the date of transaction.

 

To pay its overseas suppliers the company uses forward exchange contracts to hedge its exposure to fluctuations in US Dollars. At the year end the gains or losses on the outstanding contracts are evaluated, and if material, provided for in a hedging reserve. The gains or losses are taken to the profit and loss account and hedging reserve accordingly.

 

1.11

Related party transactions

The company discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with its parent or with members of the same group that are wholly owned.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The Directors do not believe there to be any critical estimates or judgements that could reasonably move by a material amount in the next 12 months.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
20
18
CELLCENTRIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
4
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
209,292
90,307
Adjustments in respect of prior periods
-
0
223,980
Total current tax
209,292
314,287
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
680,534
384,995
Prepayments and other debtors
815,227
498,089
1,495,761
883,084
6
Creditors: amounts falling due within one year
2023
2022
£
£
Convertible loan notes
20,533,051
-
0
Trade creditors
1,212,594
485,217
Taxation and social security
68,722
69,450
Accruals and other creditors
2,843,001
1,583,170
24,657,368
2,137,837

The 18-month convertible loan notes were issued on 30 June 2023. Interest accrues on the principal amount of $25,000,000 at 10.0% per annum. The debt is converted into a variable number of shares upon maturity or redeemed with an applicable premium dependent on the terms of redemption. A reliable measure of the fair value is no longer available for the convertible loan notes that would otherwise be required to be measure at fair value through profit or loss. This has therefore been recorded at transaction price (less transaction costs) plus accrued interest and converted at the GBP:USD spot rate at the balance sheet date.

 

The interest charge on the convertible loan note is £1,010,993.

CELLCENTRIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
7
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
45,367,952 (2022: 44,612,798) A Ordinary shares of 0.1p each
45,368
44,613
5,845,574 Ordinary shares of 0.1p each
5,846
5,845
51,214
50,458

On 4 September 2023, 755,154 0.1p A Ordinary shares were issued. These shares were issued at a premium of £2,355,325.

 

Share conversion

Each A Ordinary shareholder may at any time convert all, or any part of, its holding of A Ordinary shares into Ordinary shares upon written notice to the company. Such number of Ordinary shares into which the A Ordinary shares will be converted is calculated as total nominal value of the A Ordinary shares to be converted multiplied by a conversion ratio (initially set at 1), divided by the nominal value of one Ordinary share.

 

All of the A Ordinary shares in issue will automatically be converted into Ordinary shares using the above calculation immediately prior to a listing of the company's shares.

 

Voting rights

Ordinary shares and A Ordinary shares carry one vote per share.

8
Share-based payment charges

The Company has historically made equity awards to employees and other key contributors. These awards are conditional on a liquidity event, such as a trade sale or IPO taking place. Because such events are outside the Company’s control, the Company is not be able to determine that it is probable that such performance condition will be satisfied until the event occurs.

 

No expense was recorded in the year ended 31 December 2022 nor 31 December 2023 since a vesting exit event was not yet deemed probable of occurring.

 

As at 31 December 2023 there are shares that have been granted that remain unvested.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
James Francis
Statutory Auditor:
Ensors Accountants LLP
Date of audit report:
22 August 2024
CELLCENTRIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
10
Financial commitments, guarantees and contingent liabilities

At 31 December 2023, the company had outstanding forward currency contracts for the purpose of paying its creditors. The total commitment is for $7,000,000 which will mature within 1 month commencing 1 January 2024. The effect of the contracts are to hedge the company's exposure to fluctuations in US Dollar to Sterling exchange rates.

11
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
65,267
52,029
12
Events after the reporting date

Investment of $35.7m was received on 11 July 2024 resulting in the issuance of 8,538,970 B-1 preferred shares. 

 

The convertible loan notes of $25m plus accrued interest was converted into 8,279,207 B-2 preferred shares on 11 July 2024.

13
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Morningside Venture Investments Limited ("MVIL") is deemed to be a related party by virtue of its shareholding in CellCentric Limited. During the current and preceding year, all fees due to MVIL for the services of Dr J R Dinges as Director have been waived.

 

During the year, CellCentric Limited paid £Nil (2022 - £50,901) to Helpyou2 Limited in relation to consultancy Services provided by Prof A M Hughes prior to being appointed as a non-executive director of CellCentric Limited. Prof A M Hughes is the company secretary of Helpyou2 Limited.

 

 

14
Parent undertaking

The parent undertaking is Morningside Venture Investments Limited, a company incorporated in the British Virgin Islands and registered address 18 Pasea Estate Road, Road Town, Tortola, VG1110, British Virgin Islands.

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