Registered Number:13089338
AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
REGISTERED NUMBER: 13089338
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the parent Company
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Page 1
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
REGISTERED NUMBER: 13089338
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 6 to 23 form part of these financial statements.
Page 2
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
REGISTERED NUMBER: 13089338
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 6 to 23 form part of these financial statements.
Page 3
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Equity attributable to owners of parent Company
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At 1 January 2023 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2023 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 6 to 23 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Equity attributable to owners of parent Company
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 6 to 23 form part of these financial statements.
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Page 4
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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At 1 January 2023 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2023 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 6 to 23 form part of these financial statements.
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 6 to 23 form part of these financial statements.
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Page 5
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Amber Therapeutics Holdings Limited (formerly Amber Therapeutics Ltd) is a private company, limited by shares, registered in England and Wales. The Company's registered office address is Cannon Place, 78 Cannon Street, London, EC4N 6AF
The principal activity of the Company is the research and development of biotechnology.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form 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 purchase method. In the Balance sheet, 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 comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In considering the appropriate basis on which to prepare the financial statements, the Directors are required to consider whether the Group can continue in operational existence for the foreseeable future.
Following the year end the Company issued convertible loan notes of £4,000,000 on 11 March 2024, bringing the total convertible loan notes balance to £10,900,000.
In addition, following the year end the Company successfully signed a Series A Fundraise for a total of £80.9m of which £70m will be received in three tranches, and £10.9m relates to the conversion of convertible loan notes held by the Company. Tranche 1 has been successfully completed with the Company issuing 3,926,701 Series A shares for a total consideration of $18,567,259 and £146,199. On completion of Tranche 1, the convertible loan notes of £10,900,000 converted into 1,047,121 Series A shares and 2,257,853 Series A 1 shares at par.
Page 6
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Page 7
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Page 8
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
Page 9
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 10
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Page 11
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Page 12
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The average monthly number of employees, including the directors, during the year was as follows:
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Charge for the year on owned assets
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Page 13
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Acquisition of subsidiary
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Charge for the year on owned assets
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Page 14
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
5.Tangible fixed assets (continued)
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Charge for the year on owned assets
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The net book value of land and buildings may be further analysed as follows:
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Investments in subsidiary companies
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Page 15
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the Company:
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178-180 Hotwell Road, Bristol, BS8 4RP
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Amber Therapeutics Ireland Limited
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Unit No 3c,
Kellys Retail Park,
Mucklagh,
Tullamore, Offaly, Ireland
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The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Amber Therapeutics Ireland Limited
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the Company:
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178-180 Hotwell Road, Bristol, BS8 4RP
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178-180 Hotwell Road, Bristol, BS8 4RP
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Acticare Neuroscience Inc
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178-180 Hotwell Road, Bristol, BS8 4RP
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Amber Therapeutics Limited (formerly Finetech Medical Limited)
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178-180 Hotwell Road, Bristol, BS8 4RP
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Bioinduction Medical UK Limited
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178-180 Hotwell Road, Bristol, BS8 4RP
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The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Acticare Neuroscience Inc
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Amber Therapeutics Limited (formerly Finetech Medical Limited)
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Bioinduction Medical UK Limited
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Page 16
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Raw materials and consumables
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are non-interest bearing and repayable on demand.
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Cash and cash equivalents
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Page 17
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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The Bank Loan of £26,615 relates to a Bounce Back Loan obtained by one of the companies acquired during the year and has been repaid in full in July 2024.
During the year ended 31 December 2023, the Company issued £6,900,000 of 0% convertible loan notes. The notes were redeemable automatically on the Company raising at least £15,000,000 in newly commited capital or at the behest of the lender. Following the year end the Company issued a further £4,000,000 of loan notes. Subsequent to this, the loan notes converted into 1,047,121 Series A shares and 2,257,853 Series A 1 shares at par as part of a Series A Fundraise (see note 20).
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Creditors: Amounts falling due after more than one year
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Other creditors comprise consideration which is payable on the successful completion of FDA clinical trials. The Directors consider that this outflow is probable.
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Page 18
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Financial assets measured at amortised cost
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Cash and cash equivalents
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise trade and other debtors and amounts due to Group companies.
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Financial liabilities measured at amortised cost comprise loan notes, trade and other creditor and amounts due from Group companies.
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Accelerated capital allowances
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Page 19
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charged to profit or loss
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The dilapidation provision relates to an estimate of costs for restoration, repair and redecoration of the Company's leased premises at the termination of the leases in accordance with the terms of the lease agreements.
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Page 20
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
On 25 July 2023, the parent company acquired 100% of the share capital of the Bioinduction group which consists of Bioinduction Limited, Bioinduction Inc, Bioinduction PTY, Acticare Neuroscience Inc, Bioinduction Medical UK Limited and Finetech Medical Limited. This business combination has been accounted for under the acquisition method in line with FRS102.
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Acquisition of the Bioinduction Group
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Due after more than one year
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Total Identifiable net liabilities
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Total purchase consideration
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Directly attributable costs
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Total purchase consideration
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Page 21
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15.Business combinations (continued)
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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The results of the Bioinduction Group since acquisition are as follows:
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Current period since acquisition
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(Loss) for the period since acquisition
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A prior year adjustment was made to correctly account for grant income recognised in the year. This resulted in an decrease in grant income and an increase in retained earnings of £125,362.
In addition, a prior year adjustment was made to correctly account for expense items that required an accrual in the prior year. This resulted in a decrease in expenses and retained earnings of £87,387.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £7,760 (2022: £440). Contributions totalling £6,526 (2022: £779) were payable to the fund at the balance sheet date and are included in creditors.
Page 22
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AMBER THERAPEUTICS HOLDINGS LIMITED (FORMERLY AMBER THERAPEUTICS LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Commitments under operating leases
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At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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During the year ended 31 December 2023, the Group repaid the Director's Loan account of £325,000 from I S Gillbe, a previous director of the Group as part of the acquision of the Bioinduction Group (see note 15). At the balance sheet date the Director's Loan account was £Nil.
During the year ended 31 December 2023, the Group paid fees for consultancy services to a director for £5,000 (2022 £Nil). As at 31 December 2023 the Group owed £Nil (2022: £Nil).
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Post balance sheet events
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After the year end, the Company transferred its trade, assets and intellectual property to Amber Therapeutics Limited (formerly Finetech Medical Limited), a subsidiary company. Following this, the Company changed its name to Amber Therapeutics Holdings Limited.
Following the year end the Company issued convertible loan notes of £4,000,000 on 11 March 2024, bringing the total convertible loan notes balance to £10,900,000.
In addition, following the year end the Company successfully signed a Series A Fundraise for a total of £80.9m of which £70m will be received in three tranches, and £10.9m relates to the conversion of convertible loan notes held by the Company. Tranche 1 has been successfully completed with the Company issuing 3,926,701 Series A shares for a total consideration of $18,567,259 and £146,199. On completion of Tranche 1, the convertible loan notes of £10,900,000 converted into 1,047,121 Series A shares and 2,257,853 Series A 1 shares at par.
In the opinion of the directors there is no one controlling party.
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 17 September 2024 by Sue Staunton MA FCA CF (Senior statutory auditor) on behalf of James Cowper Kreston Audit.
Page 23
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