Company registration number 08595647 (England and Wales)
OXSONICS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
OXSONICS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
OXSONICS LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
144,483
158,048
Tangible assets
4
16,227
33,832
160,710
191,880
Current assets
Debtors
5
514,753
1,168,952
Cash at bank and in hand
2,723,657
2,205,374
3,238,410
3,374,326
Creditors: amounts falling due within one year
6
(907,217)
(308,730)
Net current assets
2,331,193
3,065,596
Total assets less current liabilities
2,491,903
3,257,476
Creditors: amounts falling due after more than one year
7
-
0
(9,079)
Net assets
2,491,903
3,248,397
Capital and reserves
Called up share capital
9
8,419
8,417
Share premium account
22,643,049
22,643,049
Advance subscription reserve
10
1,535,000
-
0
Profit and loss reserves
(21,694,565)
(19,403,069)
Total equity
2,491,903
3,248,397

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

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

The financial statements were approved by the board of directors and authorised for issue on 20 March 2025 and are signed on its behalf by:
J Marzinski
Director
Company registration number 08595647 (England and Wales)
OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
1
Accounting policies
Company information

Oxsonics Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hayakawa Building, Edmund Halley Road, Oxford Science Park, Oxford, OX4 4GB.

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, which assumes that the company will continue in operation for the foreseeable future.

 

There was a loss for the year of £2,282,056 (2023: £4,137,862) and at the year end the company had cash, including short-term deposits, of £2,723,657 (2023: £2,205,374).

 

The first in-human CEeDD clinical trial, evaluating the performance of the SonoTran platform in patients with metastatic colorectal cancer, has been completed. The trial has demonstrated the safety and feasibility of the SonoTran intervention in patients and provided an early indication of enhanced efficacy.

 

Further funding is now required to capitalise on the achievement of this positive milestone and to put the company on the path to commercialisation of the platform. Modest additional funding is expected to be raised in H1 2025 to enable the company to further develop and commence its commercialisation plans.

 

Based on financial forecasts over the going concern assessment period, taking into account current cash balances and the ability to manage costs, the Directors believe there will be cash headroom throughout the period.

 

However, the necessity to secure further funding represents a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern and, therefore, to continue realising its assets and discharging its liabilities in the normal course of business. These financial statements do not contain any adjustments that would arise if the financial statements were not prepared on a going concern basis.

1.3
Research and development expenditure

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

OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 3 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents
20 years straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Research equipment
3 years straight line
Fixtures and fittings
4 years straight line

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 credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company 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.

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.

OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 4 -
1.7
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.

1.8
Financial instruments

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

 

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

 

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

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies 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.

1.9
Compound instruments

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

OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 5 -
1.10
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.

1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 profit and loss account, 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 when the company has 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.

1.12
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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 6 -
1.14
Share-based payments

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.

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.

1.15
Leases

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 leases asset are consumed.

1.16
Foreign exchange

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.

2
Employees

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

2024
2023
Number
Number
Total
14
31
OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
3
Intangible fixed assets
Patents
£
Cost
At 1 July 2023 and 30 June 2024
274,037
Amortisation and impairment
At 1 July 2023
115,989
Amortisation charged for the year
13,565
At 30 June 2024
129,554
Carrying amount
At 30 June 2024
144,483
At 30 June 2023
158,048
4
Tangible fixed assets
Research equipment
Fixtures and fittings
Total
£
£
£
Cost
At 1 July 2023 and 30 June 2024
955,308
158,407
1,113,715
Depreciation and impairment
At 1 July 2023
921,476
158,407
1,079,883
Depreciation charged in the year
17,605
-
0
17,605
At 30 June 2024
939,081
158,407
1,097,488
Carrying amount
At 30 June 2024
16,227
-
0
16,227
At 30 June 2023
33,832
-
0
33,832
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
514,753
1,168,952
OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
6
Creditors: amounts falling due within one year
2024
2023
£
£
Convertible loans
752,249
-
0
Trade creditors
5,195
58,014
Other creditors
149,773
250,716
907,217
308,730
7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
-
0
9,079
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 July 2023
1,405,651
1,591,063
0.62
0.54
Granted
560,965
277,150
0.11
1.00
Forfeited
(169,436)
(243,451)
1.00
1.11
Exercised
-
(219,111)
-
0
-
0
Outstanding at 30 June 2024
1,797,180
1,405,651
0.42
0.62
Exercisable at 30 June 2024
-
0
-
0
-
0
-
0

The options outstanding at 30 June 2024 had an exercise price ranging from £0.0004 to £2.00, and a remaining contractual life of 6.95 years.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £(9,440) (2023 - £268,615) which related to equity settled share based payment transactions.

OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.04p each
19,510,113
19,510,113
7,804
7,804
G ordinary shares of 0.04p each
1,109,133
1,117,911
444
447
G2 ordinary shares of 0.04p each
102,684
102,684
41
41
Deferred shares of 0.04p each
325,278
312,500
130
125
21,047,208
21,043,208
8,419
8,417

During the year, 12,778 G ordinary 0.04p shares were re-designated into 12,778 deferred 0.04p shares.

An additional 4,000 G ordinary 0.04p shares were issued during the year at par value.

10
Advance subscription reserve
2024
2023
£
£
At the beginning of the year
-
-
Additions
1,535,000
-
At the end of the year
1,535,000
-

Included in the advance subscription reserve is an amount of £1,535,000 (2023: nil) which relates to amounts received in advance for shares to be issued.

OXSONICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
11
Audit report information

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

The auditor's report was unqualified.

Material uncertainty in relation to going concern

We draw attention to note 1.2 to the financial statements, which indicates that the company is reliant on further fundraising, expected in 2025, to support its ongoing R & D programme and to enable the commercialisation of the SonoTran platform.

 

The necessity to secure further funding represents a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern and, therefore, to continue realising its assets and discharging its liabilities in the normal course of business. These financial statements do not contain any adjustments that would arise if the financial statements were not prepared on a going concern basis.

 

As stated in note 1.2. these events or conditions, together with other matters set out in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

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.

 

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Senior Statutory Auditor:
John Harvey
Statutory Auditor:
Moore
Date of audit report:
25 March 2025
12
Operating lease commitments
Lessee

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

2024
2023
£
£
16,550
4,351
13
Events after the reporting date

On 17 October 2024, 3,743,898 ordinary £0.0004 shares were issued at a premium of £0.4096 per share.

 

On 6 March 2025, all convertible loan notes in issue were converted into 1,585,365 ordinary £0.0004 shares.

2024-06-302023-07-01false25 March 2025CCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedM G W FrohnA Jeynes-EllisJ MarzinskiG L SaragneseC C CoussiosG O EdwardsG E S Robinsonfalsefalse085956472023-07-012024-06-30085956472024-06-30085956472023-06-3008595647core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-06-3008595647core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-06-3008595647core:PlantMachinery2024-06-3008595647core:FurnitureFittings2024-06-3008595647core:PlantMachinery2023-06-3008595647core:FurnitureFittings2023-06-3008595647core:CurrentFinancialInstrumentscore:WithinOneYear2024-06-3008595647core:CurrentFinancialInstrumentscore:WithinOneYear2023-06-3008595647core:Non-currentFinancialInstrumentscore:AfterOneYear2024-06-3008595647core:Non-currentFinancialInstrumentscore:AfterOneYear2023-06-3008595647core:CurrentFinancialInstruments2024-06-3008595647core:CurrentFinancialInstruments2023-06-3008595647core:ShareCapital2024-06-3008595647core:ShareCapital2023-06-3008595647core:SharePremium2024-06-3008595647core:SharePremium2023-06-3008595647core:OtherMiscellaneousReserve2024-06-3008595647core:OtherMiscellaneousReserve2023-06-3008595647core:RetainedEarningsAccumulatedLosses2024-06-3008595647core:RetainedEarningsAccumulatedLosses2023-06-3008595647core:ShareCapitalOrdinaryShares2024-06-3008595647core:ShareCapitalOrdinaryShares2023-06-3008595647bus:Director32023-07-012024-06-3008595647core:IntangibleAssetsOtherThanGoodwill2023-07-012024-06-3008595647core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-07-012024-06-3008595647core:PlantMachinery2023-07-012024-06-3008595647core:FurnitureFittings2023-07-012024-06-30085956472022-07-012023-06-3008595647core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-06-3008595647core:PlantMachinery2023-06-3008595647core:FurnitureFittings2023-06-30085956472023-06-3008595647core:WithinOneYear2024-06-3008595647core:WithinOneYear2023-06-3008595647core:Non-currentFinancialInstruments2024-06-3008595647core:Non-currentFinancialInstruments2023-06-30085956472022-06-3008595647bus:PrivateLimitedCompanyLtd2023-07-012024-06-3008595647bus:SmallCompaniesRegimeForAccounts2023-07-012024-06-3008595647bus:FRS1022023-07-012024-06-3008595647bus:Audited2023-07-012024-06-3008595647bus:Director12023-07-012024-06-3008595647bus:Director22023-07-012024-06-3008595647bus:Director42023-07-012024-06-3008595647bus:Director52023-07-012024-06-3008595647bus:Director62023-07-012024-06-3008595647bus:Director72023-07-012024-06-3008595647bus:FullAccounts2023-07-012024-06-30xbrli:purexbrli:sharesiso4217:GBP