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Registered number: 09429551
DALCOR PHARMA UK LTD
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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DALCOR PHARMA UK LTD
CONTENTS
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Statement of changes in equity
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Notes to the financial statements
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DALCOR PHARMA UK LTD
REGISTERED NUMBER: 09429551
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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DALCOR PHARMA UK LTD
REGISTERED NUMBER: 09429551
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
P Fonteyne
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The notes on pages 4 to 11 form part of these financial statements.
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DALCOR PHARMA UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive loss for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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Comprehensive loss for the year
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Shares issued during the year (note 11)
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Expiry of warrants (note 12)
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Total transactions with owners
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The notes on pages 4 to 11 form part of these financial statements.
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DALCOR PHARMA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Dalcor Pharma UK Ltd ("the company") is a private company, limited by shares, incorporated in England and Wales with registration number 09429551. The registered office is Q3, The Square, Randalls Way, Leatherhead, KT22 7TW.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.
The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future. In the normal course of business, the company is actively pursuing additional financing alternatives, including additional private equity financing, venture debt and strategic partnerships to meet its liabilities as they fall due for a period of at least twelve months from the date of signing of the financial statements.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is USD.
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 except when deferred in other comprehensive income as qualifying cash flow hedges.
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DALCOR PHARMA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation (continued)
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Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in the profit or loss within 'other operating income'.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
All research expenditure is recognised as an expense as incurred. To date, all development costs have been expensed.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Tax is recognised in the Profit and loss account except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Intangible assets comprising licenses 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.
The amortisation shall commence upon commercialisation of the related product over the expected commercial life of the underlying licenses.
Investments in subsidiaries are measured at cost less accumulated impairment.
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DALCOR PHARMA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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DALCOR PHARMA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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DALCOR PHARMA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Convertible notes issued are classified as financial liabilities as their conversion feature fails to meet the 'fixed to fixed' requirement for equity classification. Convertible notes are considered complex financial instruments due to the embedded derivative with respect to the conversion optionality of the debt. The embedded derivatives are not closely held and therefore the convertible note is measured at fair value through profit and loss in its entirety. These notes are subsequently measured at fair value through profit and loss at every balance sheet date.
The Company has recognised the cost of share warrant issuances based on the estimated fair value of the warrants at the issuance date, net of expected forfeitures.
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The average monthly number of employees, including directors, during the year was 3 (2023 - 3).
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DALCOR PHARMA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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DALCOR PHARMA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due after more than one year
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The following liabilities were secured:
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Other loans relate to a secured loan entered into by the company's Swiss branch. This facility attracts a variable rate of interest and repayment schedule which are both dependant on the outcome of events in the future. Other loans are secured on all of the company's assets and those of its parent undertaking.
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Financial assets measured at fair value through profit or loss
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Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.
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DALCOR PHARMA UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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9,352,001 (2023 - 9,352,001) A Ordinary shares of $0.01 each
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49,999,996 (2023 - 49,999,996) A Preferred shares of $0.01 each
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2,947,999 (2023 - 2,947,999) B Ordinary shares of $0.01 each
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42,918,375 (2023 - 42,918,375) B Preferred shares of $0.01 each
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60,000 (2023 - 60,000) C Ordinary shares of $0.01 each
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21,030,027 (2023 - 21,030,027) C Preferred shares of $0.01 each
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1 (2023 - 1) D Ordinary share of $0.01
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8,583,690 (2023 - Nil) D-1 Preferred shares of $0.01 each
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858,369 (2023 - Nil) D-1A Preferred shares of $0.01 each
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6,437,765 (2023 - Nil) D-2 Preferred shares of $0.01 each
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2,117,300 (2023 - Nil ) D-2A Preferred shares of $0.01 each
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The company issued 4,291,845 Preferred D-1 shares of $0.01 each for a cash consideration of $2.33 each, 6,437,765 Preferred D-2 shares of $0.01 each for a cash consideration of $2.33 each, 858,369 Preferred D-1A shares of $0.01 each for a cash consideration of $1.7475 each, and 2,117,300 Preferred D-2A shares of $0.01 each for a cash consideration of $1.7475 each. There was a further issue of 4,291,845 Preferred D-1 shares of $0.01 each for a cash consideration of $2.33 each.
On 14 November 2024, all 1,716,735 Series B warrants issued on 14 November 2019, in connection with the $4,000,000 non-revolving credit facility expired, resulting in the derecognition of $2,319,000 in other reserves recognized upon issuance.
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to $1,774 (2023 - $2,342). Contributions totalling $Nil (2023 - $Nil) were payable to the fund at the balance sheet date.
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