Company registration number 13992244 (England and Wales)
CYTOSORBENTS MEDICAL UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CYTOSORBENTS MEDICAL UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
CYTOSORBENTS MEDICAL UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
10,750
13,750
Current assets
Stocks
51,570
41,401
Debtors
4
115,827
80,293
Cash at bank and in hand
38,707
293,474
206,104
415,168
Creditors: amounts falling due within one year
5
(706,091)
(86,378)
Net current (liabilities)/assets
(499,987)
328,790
Total assets less current liabilities
(489,237)
342,540
Creditors: amounts falling due after more than one year
6
(502,650)
Net liabilities
(489,237)
(160,110)
Capital and reserves
Called up share capital
1
1
Share based payment reserve
66,006
22,231
Profit and loss reserves
8
(555,244)
(182,342)
Total equity
(489,237)
(160,110)
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 27 February 2025 and are signed on its behalf by:
Dr Christian Steiner
Director
Company registration number 13992244 (England and Wales)
CYTOSORBENTS MEDICAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Cytosorbents Medical UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Courtyard, 69 High Street, Ascot SL5 7HP.
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 adopted are set out below.
1.2
Going concern
The financial statements have been prepared on a going concern basis, notwithstanding that the company is dependent on income from CytoSorbents Europe GmbH. The ultimate parent company of the group, CytoSorbents Corporation, has raised a going concern risk in its quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act 1934 for the period ended 31 March 2024. This is related to the Group requiring further capital in order to continue trading for a period of 12 months from 31 March 2024. Since this was published in the quarterly report, CytoSorbents Corporation has successfully secured raised $6.25 million by a rights offering on 10 January 2025.true
The directors have concluded that the circumstances of the mentioned above represent a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern. Nevertheless, after considering the uncertainties described above, the directors have a reasonable expectation that the company will have adequate resources available, following successful fund raising, to continue to meet their obligations as they fall due and continue in operational existence for a period of at least 12 months from the date of signing these financial statements. For these reasons the directors continue to adopt the going concern basis of accounting in preparing these annual financial statements.
CYTOSORBENTS MEDICAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.3
Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company
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:
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:
1.4
Intangible fixed assets - Sales data
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.
Sales data is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
1.5
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
CYTOSORBENTS MEDICAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.6
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
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
Employee benefits
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.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.10
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
4
4
CYTOSORBENTS MEDICAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
3
Intangible fixed assets
Sales data
£
Cost
At 1 January 2023 and 31 December 2023
15,000
Amortisation and impairment
At 1 January 2023
1,250
Amortisation charged for the year
3,000
At 31 December 2023
4,250
Carrying amount
At 31 December 2023
10,750
At 31 December 2022
13,750
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
57,702
23,059
Other debtors
58,125
57,234
115,827
80,293
5
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
3,712
7,112
Amounts owed to group undertakings
594,613
34,882
Taxation and social security
5,211
3,311
Other creditors
102,555
41,073
706,091
86,378
6
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
502,650
CYTOSORBENTS MEDICAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
7
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
91,965
4.35
Granted
13,300
91,965
3.53
4.35
Forfeited
(10,800)
1.95
Outstanding at 31 December 2023
94,465
91,965
4.51
4.35
Exercisable at 31 December 2023
65,252
4.51
Inputs were as follows:
2023
2022
Weighted average share price
3.53
4.35
Weighted average exercise price
4.51
4.35
Expected volatility
71.80
64.70
Expected life
5.75
5.75
Risk free rate
3.78
3.95
8
Profit and loss reserves
2023
2022
£
£
At the beginning of the year
(182,342)
Loss for the year
(372,902)
(182,342)
At the end of the year
(555,244)
(182,342)
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 qualified and the auditor reported as follows:
CYTOSORBENTS MEDICAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Audit report information
(Continued)
- 7 -
Qualified opinion on financial statements
We have audited the financial statements of Cytosorbents Medical UK Limited (the 'company') for the year ended 31 December 2023 which comprise , the balance sheet 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).
We have audited the financial statements of Cytosorbents Medical UK Limited for the year ended 31 December 2023 which compromise the profit and loss account, the balance sheet 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 applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice)
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
We were not appointed as auditors of the company until after 31 December 2023 and thus did not observe the counting of physical inventories at the end of that year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities of £53,257 held at December 2023 by using other audit procedures. We have been unable to obtain satisfactory audit evidence in any other form in relation to stock existence and condition.
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 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.
Senior Statutory Auditor:
Andrew Beet
Statutory Auditor:
Kirk Rice LLP
Date of audit report:
27 February 2025
10
Related party transactions
CytoSorbents Europe GMBH is the ultimate controlling party and the ultimate parent undertaking. Its registered address and principal place of business is Müggelseedamm 131, 12587, Berlin, Germany. The company's results are included in the consolidated financial statements of CytoSorbents Europe GMBH which are available from The Common register portal of the German federal states, Amtsgericht Hagen, Heinitzstr. 42, 58097 Hagen.