The directors present the strategic report for the year ended 31 December 2023.
Oxford BioTherapeutics (OBT) is a clinical stage oncology company with an innovative, first-in-class pipeline of antibody-drug conjugate (ADC) and immune-oncology (IO) based therapies. OBT’s strategy focuses on fulfilling unmet therapeutics needs in cancer, particularly for those cancer patient sub-populations that are either unresponsive or marginally responsive to conventional treatments. OBT’s commitment to the advancement of the field of cancer immunotherapy leverages on its ability to:
Identify and validate novel targets through OGAP®, its proprietary target discovery cancer membrane proteomic database,
Optimize multiple antibody and bi-specific technologies for immune-oncology,
Create broad strategic alliances for rapid testing of candidate medicines in numerous cancer types.
The company achieved the following operational milestones in 2023:
Generated significant collaboration milestone and revenue payments.
OBT Announces Partner Boehringer Ingelheim Received U.S. FDA Fast Track Designation for BI 764532 for the Potential Treatment of Advanced or Metastatic Large-Cell Neuroendocrine Carcinoma of the Lung – 29th November 2023
OBT Announces Partner Boehringer Ingelheim Dosed First Patient in Phase 2 Trial with BI 764532 in Small Cell Lung Cancer and other Neuroendocrine Cancers – 24th October 2023
OBT Announces Partner Boehringer Ingelheim Received U.S. FDA Fast Track Designation for BI 764532 for the Treatment of Extensive Stage Small Cell Lung Cancer and Extrapulmonary Neuroendocrine Cancers – 3rd October 2023
OBT Initiates Phase 1b Clinical Trial for OBT076 in Patients with Advanced Solid Tumours by Dosing First Patient in Combination with CPI Balstilimab in Europe - 5th July 2023
OBT and Boehringer Ingelheim Agree on 2 Year Extension to their Second Multi-Year Collaboration in Cancer Immunology - 25th May 2023
OBT Announces Phase 1b Trial in Collaboration with GORTEC to investigate OBT076 in Adenoid Cystic Carcinoma (ACC) of the Head and Neck - 19th April 2023
Finances & Operations
Despite a financial climate that has been challenging for many biotech companies in 2023, OBT maintained a robust position and supported the business operations through partnership revenues.
The year 2023 saw OBT demonstrate, for a consecutive third year, zero bank debt status.
OBT continues to demonstrate that the company will not only be securely funded throughout 2024 but that we are committed to continuing to multiply value for our shareholders.
OBT’s existing R&D partnership funded OBT’s clinical activities in 2023 and strengthened its balance sheet and will continue to support its internally funded pipeline through existing and newly planned partnerships, ensuring that OBT is securely funded through 2024 and into 2025. The directors are confident that OBT will continue its excellent progress on all fronts in 2024, following the current path of success as a risk-diversified multi-drug enterprise by combining the breadth of our cutting-edge internal drug development pipeline with our high-quality, extensive and revenue-generating partnered drug pipeline.
Total revenue in the year increased from £14.1m to £18.0m, due to the continued success with Oxford BioTherapeutics collaboration agreements.
The Group’s gross profit increased from £13.6m to £17.2m, primarily due to increased revenue referred to above.
Administrative expenses increased from £13.3m to £20.0m due to increased R&D investment and accelerating the prosecution of Oxford BioTherapeutics clinical trials.
The Group made an operating loss of £2.8m compared to an operating profit of £0.3m in 2022, as a direct result of this planned investment in developing out our exciting pipeline.
The directors consider a number of key risks and uncertainties that could impact the performance and position of the group, which include:
Revenue diversification
On November 30th 2023, AbbVie announced it had reached agreement to acquire one of OBT’s collaboration partners, ImmunoGen, Inc., with a particular emphasis noted on their flagship cancer therapy, ELAHERE. The acquisition was completed in short order on February 12th, 2024. Ongoing revenues from the collaboration form a relatively small part of OBT’s overall income and taking into account costs directly associated with the project, the directors do not consider that the acquisition is likely to have a material affect on the business. OBT will continue to seek to diversify its revenues by signing new R&D collaborations with other companies, thereby mitigating any risks from losing revenues from a single OBT partnership.
Inflation and Russia/Ukraine conflict
Whilst inflation has been falling in major western economies, the company continues to face challenges arising from persistent high levels – both as a result of the macro-economic environment and ongoing impact from the Russia/Ukraine conflict. This directly affects OBT’s profitability through increased operating expenses, particularly with regards to staff costs. OBT continues to monitor the situation closely and seeks to mitigate any effects on staff retention by offering other non-payroll related benefits to staff such as share options and training, as well as continuing to make operational efficiencies. Recent softness in the life sciences employment market, particularly in US, already appears to be feeding through to less inflationary pressures.
Foreign exchange rates
Foreign exchange rates remained volatile during 2023, not least of which as a result of the divergent monetary policy among major central banks. Geopolitical tensions, such as ongoing trade disputes and the lingering effects of Brexit, also played a role in currency volatility. OBT receives most of its income from US and Euro denominated sources, which is naturally hedged to a significant extent through matching expenditures in those denominations as much as possible. We continue to closely monitor these factors and adapt our currency risk management strategies accordingly. While we expect currency fluctuations to persist in 2024 and beyond, we remain committed to minimising their impact on our financial performance through effective hedging, diversification, and operational alignment.
At OBT, innovation is at the core of what we do. OBT plans to launch its new OGAP®-Verify platform to identify cancer targets for developing antibody-based therapeutics to address high unmet clinical needs in oncology patients. OBT is making continuous enhancements to our OGAP®-Verify database to accurately reflect patient tumours and the tumour microenvironment. These improvements will enable us to select targets tailored for antibody-therapeutic and IO treatments, improving cancer patient outcomes. By partnering with clinical research organisations and pharmaceutical leaders in the industry, we are able to accelerate the development and commercialisation of our targets and at the same time uphold the highest standards of quality and ethical conduct that is integral to our operations.
Despite recent progress in ADC development, only 10% of cancer patients are currently eligible for treatment with FDA approved ADCs. ADC-target expression on patient tumours is a major factor in determining whether patients are eligible for approved therapies. Despite this large pool of patients with no approved ADC treatment options, fewer than 5% of new ADCs entering clinical development each year are directed to novel targets. In March 2024, OBT launched its new OGAP®-Verify, quantitative membrane protein target discovery platform at the World ADC Summit in London. Using OGAP®-Verify, OBT can identify first-in-class targets to treat patients who are currently ineligible for existing ADC treatments. With its enhanced sensitivity, OGAP®-Verify can detect protein expression levels as low as 50 copies-per-cell (which is 40X more sensitive than Immunohistochemistry (IHC)), uncovering targets missed by mRNA analysis. Moreover, it provides insights into normal tissue expression improving target selection and accelerating the drug target discovery process. By evaluating factors such as therapeutic index, antigen density and benchmarking against known clinical ADC targets during target selection, OGAP®-Verify enhances the likelihood of success in ADC development.
The success of our ongoing strategy for 2024 will be measured as follows:
Successful launch of OGAP-Verify
Continued progress with the phase Ib trials of our lead internal candidate, OBT076
Additional milestones arising from our external partnerships, including both additional program options and clinical milestones of partnered programs, in particular OBT624.
Additional novel R&D partnerships between OBT and other biotechnology and pharmaceutical companies
The Group uses a variety of financial instruments including cash, cash equivalents and various items, such as trade debtors and trade creditors which arise directly from its operations. Cash and cash equivalents include cash at bank and in hand, as well as short-term deposits or bonds with maturities of three months or less. The Group does not enter into derivative financial instruments for speculative purposes, but may use currency options to support the company’s primary currency mitigation strategy of naturally hedging costs against currency incomes. The Group's exposure to credit risk, liquidity risk, and market risk related to financial instruments is disclosed in the notes to the financial statements. The Group manages currency and liquidity risk by ensuring sufficient liquidity to meet its foreseeable needs, regularly reviewing its cash position, and monitoring cash flows quarterly.
The Group seeks to manage financial risk by ensuring sufficient liquidity to meet its foreseeable needs. The cash position of the Group is reviewed regularly, and cash flows are monitored quarterly.
In the next five years, we anticipate that OBT will have further established itself as a key player in the ADC and T-Cell Engager space, with a reputation for innovation, scientific excellence, and commitment to improving patient outcomes. Leveraging our proprietary OGAP®-Verify platform, we expect that we will have expanded and diversified our pipeline of first-in-class therapies, demonstrating efficacy and safety in clinical trials across multiple indications. Our internal and partnered pipeline will be advancing towards approval, poised to bring much-needed therapies to patients worldwide.
Our fully integrated approach to antibody-based therapeutic development will have yielded several successful candidates progressing through regulatory milestones towards commercialisation. Additionally, collaborations utilising our OGAP®-Verify platform will have resulted in fruitful partnerships with industry leaders, further validating the strength and versatility of our target discovery technology.
Furthermore, we plan to expand our global footprint, with strategic alliances and licensing agreements facilitating access to new disease targets.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
There have been no significant events affecting the group since the year end.
FLB Audit LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
The group has chosen, in accordance with Companies Act 2006, s. 414C(11), to set out in the group's strategic report information required by Sch. 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) to be contained in the directors' report. It has done so in respect of future developments, research and development and financial instruments.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Oxford Biotherapeutics Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risks of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and revenue recognition. Our audit procedures to respond to management override risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases. Our audit procedures to respond to revenue recognition risks included sample testing a sample of income across the year to agree to supporting documentation, and reviewing income received either side of the year end to ensure this has been recognised correctly.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
The Company was not required to prepare consolidated audited financial statements for the year ended 31 December 2022, consequently the Company’s subsidiary financial statements were not audited for the year ended 31 December 2022 which forms part of the consolidated financial statements for that year end.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,104,426 (2022 - £1,708,104 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Oxford Biotherapeutics Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Suite A, Second Floor, The Schrödinger Building, Heatley Road, Oxford Science Park, Oxford, United Kingdom, OX4 4GE. Company registration number 04974481 (England and Wales).
The group consists of Oxford Biotherapeutics Ltd and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared and presented in British pounds sterling, which is the functional currency of the parent company. Oxford Biotherapeutics Inc., a subsidiary of the group has a functional currency of United States Dollars. Monetary amounts in these financial statements are rounded to the nearest £, being the chosen presentational currency of the Group.
The parent company has taken advantage of the exemption from preparing a statement of cash flows, on the basis that it is a qualifying entity and the group statement of cash flows, included in these financial statements, includes the company's cash flows.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Oxford Biotherapeutics Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The financial statements have been prepared on the going concern basis which the Directors believe to be appropriate as set out below.
In determining the appropriate basis of preparation of the financial statements for the year ended 31 December 2023, the Directors are required to consider whether the group can continue in operational existence for a period of at least 12 months from the approval of these financial statements (“going concern assessment period”).
The Directors have reviewed and considered the relevant information, including base and downside forecasts for the period ending December 2025. Having reviewed the group's plans for (1) the existing long running first collaboration with Boehringer Ingelheim (BI), (2) a second collaboration with BI, (3) partnership with Immunogen, and (4) future collaborations; and the resulting associated cash forecasts and available financial facilities, the Board reasonably expects that the group has adequate resources to continue in operational existence for the foreseeable future.
The Directors have considered risks outside of the group's control and have identified several measures that could be put into place to revise and reduce future spend further and cashflows if necessary. These include, but are not limited to, review of all new hire positions in advance of recruitment and ongoing critical review of general expenditure, as well as the reducing external discretionary R&D expenditure.
The forecasts to December 2025 indicate that the group will continue to meet its liabilities as they fall due even in a severe but plausible downside.
Consequently, the directors are confident that the group will have sufficient funds to continue at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for services and licences provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover in respect of milestone delivery varies depending on whether the Group has continuing obligations to fulfil to a customer. Where there are no contracted or inferred obligations management have determined that the revenue can be recognised at a point in time. Where there are interpreted to be continuing obligations, management have determined that revenue shall be recognised over the period during which those obligations are expected to be provided.
Turnover in respect of upfront fees granting access to technologies is recognised evenly over the research term to which they apply.
Turnover in respect of research and development services is recognised over time in line with the delivery of the obligations.
Turnover in respect of upfront license and option payments are recognised evenly over the expected duration of obligations associated with such payments.
Expenditure on research activities is recognised in the profit and loss account as an expense as incurred.
Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible and the Company intends and has technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve design for, construction or testing of the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Interests in subsidiaries and other unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Other unlisted investments are equity interests in entities over which the group does not exert control, significant influence or joint control.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors and preference shares 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
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.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Consolidated within the Group financial statements are the results and financial position of a foreign subsidiary undertaking. Items included in the financial statements of each of the entities in the Group are measured using the currency of the primary economic environment in which the Group operates (the functional currency). The functional currency is British Pounds Sterling. The Company financial statements are presented in sterling.
(i) 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 the profit and loss account.
(ii) Translation
The trading results of Group undertakings that have a different functional currency from that of the group are translated into sterling at the average exchange rate for the year. Their assets and liabilities, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rate as at the year end.
Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in ‘Other comprehensive income’.
In the application of the group’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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Turnover in respect of research and development services is recognised by reference to the completion of specific targets. Management has determined that the most appropriate recognition of turnover in respect of upfront license and option payments is to recognise this evenly over the expected duration of obligations associated with such payments. Duration of obligations is considered to be a key area where management applies judgements and these are reviewed on an annual basis and adjustments are made based on the latest information available.
Milestone based recognition varies depending on whether the Group has continuing obligations to fulfil to a customer. Where there are no contracted or inferred obligations management have determined that the revenue can be recognised at a point in time. Where there are interpreted to be continuing obligations, management have determined that revenue shall be recognised over the period during which those obligations are expected to be provided.
Management have decided that a contract milestone for early-stage clinical work should be recognised on a straight line basis over an agreed term. This decision was taken on the basis that early-stage clinical work requires the needs for significant additional obligations such as defending the intellectual property and provision of information and support to the collaborative partner.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).
The actual credit for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
An increase in the main rate of UK corporation tax, from 19% to 25%, became effective from 1 April 2023. This will impact the Group's future UK corporate tax charges accordingly for any profits taxed at the main rate.
At the reporting date, the Group had UK tax adjusted losses carried forward of £20,752,837 (2022 - unaudited: £20,752,837). No deferred tax asset has been recognised due to uncertainty around the timing of future taxable profits against which to utilise these losses.
The tax losses do not have a expiry date.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Details of the company's subsidiaries at 31 December 2023 are as follows:
Amounts owed to the Company by group undertakings are unsecured, interest free and repayable on demand.
The parent company has in issue 260,000 redeemable preference shares of £1 each, which are classified as long term debt, rather than equity, due to the nature of the terms and conditions attached to them.
The shares are redeemable at their par value of £1 each at a fixed date, subject to certain criteria and conditions being met at that date, as detailed in the Articles of Association of the parent company. The earliest possible redemption date was 31 July 2023, and the latest possible date of redemption would be a date at which all terms of redemption are satisfied and a qualifying redemption event occurs, as specified within section 6.1.2 of the parent company's Articles. The redemption is mandatory, rather than at the company's discretion, providing relevant criteria is met.
The preference shares were previously entitled to a Preference Dividend and a Fixed Dividend. Such dividend rights expired in 31 December 2010.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Deferred income is included in the financial statements as follows:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions totaling £24,023 (2022: £28,607) were payable to the fund at the year end and are included in other creditors.
At the reporting date, the Group had a number of share option agreements in place with employees. Options are exercisable at points in time and at prices as agreed in the executed agreements. The vesting period of these options is between one to five years. If the options remain unexercised after a period of 10 years from the date of the agreement, the options expire. Options are forfeited if a qualifying exit event as specified in the agreements occurs. The options are to be settled in equity.
For employee share options, the fair value of equity instruments granted is assessed at the date of the grant of options. A Black Scholes pricing model has been adopted to derive the fair value of the equity instruments granted which considers a number of inputs. These included degrees of volatility which were derived from comparable traded stocks, time at issue date, expiry timelines being option life, risk-free interest rates, option strike prices and spot price valuations of the Company at the time of issue.
The weighted average share price at the date of exercise for share options exercised during the year was £0 (2022 - £2).
The options outstanding at 31 December 2023 had an exercise price ranging from 1.31 to 2.27, and a remaining contractual life of 6 years (2022: 6 years).
Ordinary shares
All Ordinary share classes carry the right to one vote per share. Dividends shall be paid in the following order of priority:
C Ordinary shares
Preference shares in respect of the preference and fixed dividends
A Ordinary shares
Ordinary shares and B Ordinary shares
Return of capital on winding up is distributed to the shareholders in proportion to their shareholding and in the same order of priority.
Preference shares
Preference shares are non-voting, redeemable shares classified as debt (see note 17).
The rights to dividends and capital are detailed in the priority order above.
The total amount of financial commitments not included in the balance sheet which expires within one year is
£nil (2022 - unaudited: £218,061).
The Articles of Association stipulate that for certain classes of shares, those shareholders are entitled to a dividend based on annual profit. The outstanding balance is £1,777,370 for dividends announced in 2014. The Company's directors have not accrued for this in the accounts as they are dividends on equity shares. Dividends are accounted for when paid, not on an accrual basis. The Company is not able to pay dividends as it does not have distributable reserves so it would not be legal to do so.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
There have been no significant events affecting the Group since the year end.
The Group has no key management personnel other than its directors, whose remuneration is specified within note 6.
The Group paid M Fernandes, Dr C Rohlff's wife, £12,925 (2022 - unaudited: £5,700) for PR and website related services.
The Group paid GKF Wealth Management, of which Mr J L Gould is a Director, £184,038 (2022 - unaudited: £181,188) for monitoring fees.