Acorah Software Products - Accounts Production 16.2.850 false true true 31 December 2023 1 January 2023 false 1 January 2024 31 December 2024 31 December 2024 09431909 A L Rubino M F Snape M D McNulty J Bateson true iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 09431909 2023-12-31 09431909 2024-12-31 09431909 2024-01-01 2024-12-31 09431909 frs-core:CurrentFinancialInstruments 2024-12-31 09431909 frs-core:PlantMachinery 2024-12-31 09431909 frs-core:PlantMachinery 2024-01-01 2024-12-31 09431909 frs-core:PlantMachinery 2023-12-31 09431909 frs-core:OtherReservesSubtotal 2024-12-31 09431909 frs-core:SharePremium 2024-12-31 09431909 frs-core:ShareCapital 2024-12-31 09431909 frs-core:RetainedEarningsAccumulatedLosses 2024-12-31 09431909 frs-bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 09431909 frs-bus:FilletedAccounts 2024-01-01 2024-12-31 09431909 frs-bus:SmallEntities 2024-01-01 2024-12-31 09431909 frs-bus:AuditExempt-NoAccountantsReport 2024-01-01 2024-12-31 09431909 frs-bus:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 09431909 frs-bus:OrdinaryShareClass1 2024-01-01 2024-12-31 09431909 frs-bus:OrdinaryShareClass1 2024-12-31 09431909 frs-bus:OrdinaryShareClass3 2024-01-01 2024-12-31 09431909 frs-bus:OrdinaryShareClass3 2024-12-31 09431909 frs-bus:PreferenceShareClass1 2024-01-01 2024-12-31 09431909 frs-bus:PreferenceShareClass1 2024-12-31 09431909 frs-bus:PreferenceShareClass2 2024-01-01 2024-12-31 09431909 frs-bus:PreferenceShareClass2 2024-12-31 09431909 1 2024-01-01 2024-12-31 09431909 frs-core:CostValuation 2023-12-31 09431909 frs-core:CostValuation 2024-12-31 09431909 frs-core:ProvisionsForImpairmentInvestments 2023-12-31 09431909 frs-core:ProvisionsForImpairmentInvestments 2024-12-31 09431909 frs-bus:Director1 2024-01-01 2024-12-31 09431909 frs-bus:Director2 2024-01-01 2024-12-31 09431909 frs-bus:Director3 2024-01-01 2024-12-31 09431909 frs-bus:Director4 2024-01-01 2024-12-31 09431909 frs-countries:EnglandWales 2024-01-01 2024-12-31 09431909 2022-12-31 09431909 2023-12-31 09431909 2023-01-01 2023-12-31 09431909 frs-core:CurrentFinancialInstruments 2023-12-31 09431909 frs-core:OtherReservesSubtotal 2023-12-31 09431909 frs-core:SharePremium 2023-12-31 09431909 frs-core:ShareCapital 2023-12-31 09431909 frs-core:RetainedEarningsAccumulatedLosses 2023-12-31 09431909 frs-bus:OrdinaryShareClass1 2023-01-01 2023-12-31 09431909 frs-bus:OrdinaryShareClass3 2023-01-01 2023-12-31 09431909 frs-bus:PreferenceShareClass1 2023-01-01 2023-12-31 09431909 frs-bus:PreferenceShareClass2 2023-01-01 2023-12-31
Registered number: 09431909
Amo Pharma Limited
Unaudited Financial Statements
For The Year Ended 31 December 2024
Archangel Accounting Limited
Contents
Page
Balance Sheet 1—2
Notes to the Financial Statements 3—10
Page 1
Balance Sheet
Registered number: 09431909
2024 2023
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 4 1,939 6,101
1,939 6,101
CURRENT ASSETS
Debtors 6 2,541,697 4,389,615
Cash at bank and in hand 155,499 537,609
2,697,196 4,927,224
Creditors: Amounts Falling Due Within One Year 7 (46,832,366 ) (40,564,554 )
NET CURRENT ASSETS (LIABILITIES) (44,135,170 ) (35,637,330 )
TOTAL ASSETS LESS CURRENT LIABILITIES (44,133,231 ) (35,631,229 )
NET LIABILITIES (44,133,231 ) (35,631,229 )
CAPITAL AND RESERVES
Called up share capital 8 2,134 2,134
Share premium account 25,025,079 25,025,079
Share based payment reserve 4,094 4,094
Profit and Loss Account (69,164,538 ) (60,662,536 )
SHAREHOLDERS' FUNDS (44,133,231) (35,631,229)
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For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
The financial statements were approved by the board of directors on 9 June 2025 and were signed on its behalf by:
M F Snape
Director
09/06/2025
The notes on pages 3 to 10 form part of these financial statements.
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Notes to the Financial Statements
1. General Information
Amo Pharma Limited is a private company, limited by shares, incorporated in England & Wales, registered number 09431909 . The registered office is 1 Park Row, Leeds, LS1 5AB.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Consolidation
The company has taken advantage of the option not to prepare consolidated abridged financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group. 
2.2. Going Concern Disclosure
The directors have considered cashflow forecasts for a period of 12 months from the date of signing the financial statements, which show that additional funding is required within the next 12 months in order to support the continuing current and future clinical development.  The directors believe that the financial statements have been prepared appropriately on the going concern basis. 
The directors have no reason to believe the funding will not be made available but in the absence of formal agreements there can be no certainty on the availability, timing or quantum of this funding as at the date of approval of these financial statements. This creates a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern, for a period of at least 12 months from the date of approval of these financial statements and, therefore, they may be unable to realise their assets and discharge their liabilities in the normal course of business. 
Based on this review, the directors believe that the financial statements have been prepared appropriately on the going concern basis. 
2.3. Significant judgements and estimations
In preparing the financial statements, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts 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. There are no key sources of estimation uncertainty.
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2.4. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Office equipment 33% straight line
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
2.5. Financial Instruments
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments which comply with all of the condition of paragraph 11.9 of FRS 102 are classified as 'basic'. For debt instruments that do not meet the conditions of FRS 102.11.9, it is considered whether the debt instrument is consistent with the principle in paragraph 11.9A of FRS 102 in order to determine whether it can be classified as basic. Instruments classified as 'basic' financial instruments are subsequently measured at amortised cost using the effective interest method.

Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
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2.6. Foreign Currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account. 

The results of overseas operations are translated at the average rates of exchange during the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used, and their balance sheets are translated at the rates ruling at the balance sheet date. Exchange differences arising on translation of the opening net assets and results of overseas operations are reported in the foreign translation reserve and accumulated in equity.
2.7. Taxation
Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
2.8. Pensions
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
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2.9. Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.

Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.

Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.

Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.

Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
2.10. Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Investments in associates 

Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses.

Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted.

Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.
3. Average Number of Employees
Average number of employees, including directors, during the year was: 4 (2023: 5)
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4. Tangible Assets
Office equipment
£
Cost
As at 1 January 2024 11,294
Disposals (4,737 )
As at 31 December 2024 6,557
Depreciation
As at 1 January 2024 5,193
Provided during the period 2,818
Disposals (3,393 )
As at 31 December 2024 4,618
Net Book Value
As at 31 December 2024 1,939
As at 1 January 2024 6,101
5. Investments
Subsidiaries
£
Cost
As at 1 January 2024 7,271,671
As at 31 December 2024 7,271,671
Provision
As at 1 January 2024 7,271,671
As at 31 December 2024 7,271,671
Net Book Value
As at 31 December 2024 -
As at 1 January 2024 -
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Subsidiaries, associates and other investments

Subsidiary undertakings
Registered office
Class of share
%
ASD Therapeutics LLC
1209 Orange Street, Delaware, 19801 
Ordinary
100
AMO Pharma Services Corporation
1209 Orange Street, Delaware, 19801
Ordinary
100
AMO-01 Pharma Limited
Burnham House, Splash Lane, Wyton, Huntingdon, Cambridgeshire, PE28 2AF 
Ordinary
100
AMO-06 Pharma Limited
Burnham House, Splash Lane, Wyton, Huntingdon, Cambridgeshire, PE28 2AF 
Ordinary
100
6. Debtors
2024 2023
£ £
Due within one year
Amounts owed by group undertakings 1,266 1,266
Other debtors 2,540,431 4,388,349
2,541,697 4,389,615
7. Creditors: Amounts Falling Due Within One Year
2024 2023
£ £
Trade creditors 1,827,746 1,290,773
Financial liabilities (note 11) 42,785,991 37,208,769
Amounts owed to group undertakings 205,680 378,329
Other creditors 1,992,704 1,651,106
Taxation and social security 20,245 35,577
46,832,366 40,564,554
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8. Share Capital
2024 2023
Allotted, called up and fully paid £ £
68,223 Ordinary Shares of £ 0.01 each 682 682
10,913 Ordinary B shares of £ 0.01 each 109 109
791 791
Preference Shares
2024 2023
Allotted, called up and fully paid £ £
68,223 Preference Shares of £ 0.01 each 682 682
66,061 Redeemable Preference Shares of £ 0.01 each 661 661
1,343 1,343
9. Financial Instruments
The carrying amount for each category of financial instrument is as follows:

2024
2023
Financial liabilities measured at fair value through profit or loss
£
£
Bridging loan
14,930,072
9,828,040
Redeemable preference shares
27,855,919
image
27,380,729
image
42,785,991
image
37,208,769
image


The company has two bridging loan facilities in place, one with IIU Nominees Limited and the other with AMO Holdco LLC. The total committed amount under the IIU Nominees Limited facility is $13,542,173, while the AMO Holdco LLC facility has a total commitment of $3,107,827. Both loans were fully drawn down during the current financial year.
Under the IIU Nominees Limited facility, drawdowns during the year took place on 9 January 2024 ($719,000), 15 February 2024 ($1,310,000), 22 April 2024 ($708,000), 31 October 2024 ($628,147), and 3 December 2024 ($628,147).

The AMO Holdco LLC facility was also fully utilised during the year, with drawdowns on 9 January 2024 ($165,000), 15 February 2024 ($301,000), 24 April 2024 ($162,000), 31 October 2024 ($144,204), and 27 November 2024 ($144,204).
Both loans accrue interest at a rate of 9.5% per annum and are repayable on demand. Both loans are also denominated in US dollars but have been translated into pounds sterling for the purposes of the financial statements. The year-end exchange rate applied was $1.26 to £1.

The redeemable preference shares are considered a liability due to the redemption clause, which gives the holders the right to redeem their preference amount if the company is in breach of any term of its borrowing agreements.

As these preference shares are denominated in US dollars the carrying value of the shares are subject to exchange rate movements. Resulting in a foreign exchange charge of £475,190 due to unrealised currency exchange movement. No further shares were issued or redeemed during the year.
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10. Related Party Transactions
Mrs J Jones is a director of the Company and owner of Archangel Accounting Limited. During the year Archangel Accounting provided the Company with services amounting to £57,364 (2023: £75,268) from Archangel Accounting Limited. Of this amount, £53,565 (2023: £60,957) was for the provision of accountancy services, £Nil (2023: £1,563) was in respect of employer's pension contributions, £Nil was for operational resource (2023: £9,800), and £3,799 (2023: £2,948) related to the provision of accounting software. The balance owed to Archangel Accounting Limited at 31 December 2024 amounted to £2,632 (2023: £6,424). 
11. Ultimate Controlling Party
The Directors consider that there is no ultimate controlling party. 
12. Share-based payments
AMO Pharma Limited has a Growth Share Plan (the "Share Plan"). Growth Shares are offered at a subscription price specified by the Directors at date of grant and with the shares vesting over 4 years. The exercise price and vesting conditions of the Growth Shares is subject to approval by the Board of Directors. Growth Shares are subject to good leaver/bad leaver provisions. As at 31 December 2024 the company had issued 10,913 (2023: 10,913) Growth Shares to its employees of which 6,993 (2023: 4,257) shares had vested. In addition, as at 31 December 2024 the company had issued 9,384 conditional subscription agreements (2023: 9,384) for Growth Shares to its employees of which 6,013 (2023: 3,661) shares had vested. The fair value of Growth Shares issued was measured using the Black Scholes valuation model. The expected volatility of the growth shares was assessed at 50% and a risk free rate of 4.5% due comparison with other similar stage investment backed enterprises. As a result of the fair value exercise (£0.00), no charge was required to be recorded in the accounts.
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