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Registered number: 10989365
GREY WOLF THERAPEUTICS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GREY WOLF THERAPEUTICS LIMITED
CONTENTS
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Statement of changes in equity
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Notes to the financial statements
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GREY WOLF THERAPEUTICS LIMITED
COMPANY INFORMATION
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Blick Rothenberg Audit LLP
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Chartered Accountants & Statutory Auditor
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REGISTERED NUMBER:10989365
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GREY WOLF THERAPEUTICS LIMITED
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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Capital redemption reserve
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Share based payments reserve
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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:
The notes on pages 4 to 13 form part of these financial statements.
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GREY WOLF THERAPEUTICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Share based payments reserve
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At 1 January 2023 (as restated)
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Loss for the year (as restated)
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Shares issued during the year
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At 31 December 2023 and 1 January 2024 (as previously stated)
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Prior year restatement (see note 10)
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At 31 December 2023 and 1 January 2024 (as restated)
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Shares issued during the year
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The notes on pages 4 to 13 form part of these financial statements.
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Grey Wolf Therapeutics Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 99 Park Drive, Milton, Abingdon, England, OX14 4RY.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
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 present information about the company as an individual entity and not about it's group.
Losses will continue to be generated in the year to 31 December 2025 as the company is in its research and development phase and operating in line with its business plan.
The directors have prepared budgets and cashflow forecasts with a worst-case scenario based on contractually committed expenditure. The directors estimate that the cash held by the company together with known receivables will be sufficient to support the current level of activities.
The directors therefore have a reasonable expectation that the company will have adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
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 profit or loss within 'other operating income'.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
The company is currently in the research phase of its project and all such expenditure has been recognised in the profit and loss account.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Profit and loss account in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company 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 company in independently administered funds.
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 balance sheet 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.
The tax expense for the year comprises current tax. 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
Ordinary, Series A and Series B preferred and growth shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
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.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Financial instruments (continued)
Financial assets
Basic financial assets, including trade and other debtors, prepayments and accrued income, cash and bank balances and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, other taxation and social security and accruals and deferred income 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Financial liabilities resulting from rights attached to certain issued share capital are measured at fair value through profit or loss. These liabilities are initially recognised at fair value, with transaction costs expensed immediately. Subsequent measurement is at fair value, with gains and losses recognised in the profit or loss account.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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.
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the company'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 directors have identified the following key sources of estimation uncertainty and judgements:
Financial liabilities - share tranche rights
Share tranche rights classified as financial liabilities are recognised recognised at fair value. These amounts are revalued annually with any gain or loss impacting the profit and loss account. The valuation process requires a degree of judgement both in terms of the inputs used and the methodology. The Board has engaged the assistance of specialists to support this process
Share based payments
The company operates an equity settled share based payment arrangement, where share options in the company are issued to certain employees of the company. The entity operates Growth share, EMI and non EMI schemes. The fair value of the options at the date of grant is charged to the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date.
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The average monthly number of employees, including directors, during the year was 19 (2023 - 18).
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Creditors: amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Amounts recognised in other creditors in the prior period include Series B Preference Share tranche 2 rights which formed a contractual obligation for certain issued shares. These rights were settled and the resulting liability extinguished during the year ended 31 December 2024.
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GREY WOLF THERAPEUTICS LIMITED
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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1,721,558 (2023 - 1,688,500) ordinary shares of £0.0001 each
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3,597,122 (2023 - 3,597,100) series A1 preferred shares of £0.0001 each
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691,755 (2023 - 691,800) series A2 preferred shares of £0.0001 each
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2,454,223 (2023 - 2,454,200) series A3 preferred shares of £0.0001 each
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10,570,000 (2022 -7,137,100) series B1 preferred shares of £0.0001 each
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4,914,958 (2023 - Nil ) series B2 preferred shares of £0.0001 each
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996,815 (2023 - Nil) growth shares of £0.0001 each
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The company issued share capital includes 65,420 (2023: 355,195) Ordinary £0.0001 shares which are subject to buyback provisions.
In April 2024, 3,432,665 Series B Preferred £0.0001 shares were issued at £4.1561 per share. Total consideration was £14,266,499 and the premium of £14,266,156 has been credited to the share premium account.
In May 2024, 4,914,958 Series B Preferred £0.0001 shares were issued at £4.061 per share. Total consideration was £19,959,644 and the premium of £19,961,119 has been credited to the share premium account.
The preferred shares have certain priority rights in respect of dividends or liquidation as noted in the Articles and Memorandum of Association. All ordinary and preferred shares have equal voting rights.
During the year, the directors reviewed the legal terms of the issued Series B Preferred Share tranche. The review concluded that the Company had a contractual obligation to repurchase certain of the tranche shares. The related liability had not been previously recognised. As a result, a prior year restatement has been made to correct the comparative figures and comparative opening equity position.
The restatement for the year ended 31 December 2022 relates to the recognition of the liability element of the tranche rights referred to above. As a result, the balance on the share premium account was reduced by £1,740,766, with a corresponding increase in other creditors of £1,740,766. There was no impact on the reported loss for the year.
The restatement for the year ended 31 December 2023 is a result of the change in fair value of the liability during the year to 31 December 2023. This increased the loss for the year by £175,010 and resulted in a corresponding increase in other creditors. As a result, net assets decreased by £175,010, and the opening reserves at 1 January 2024 were reduced by the same amount.
11.Other financial commitments
At the balance sheet date, the company had commitments totaling £2,460,472 (2023: £5,613,688) relating to the uninvoiced cost of future research activities contractually agreed with suppliers.
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GREY WOLF THERAPEUTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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The company has taken advantage of the exemptions available under FRS 102 to not disclose transactions with 100% owned group companies.
At the balance sheet date, the balance with the company's subsidiary can be seen in the debtor/creditor £4,721,458) for services provided and paid invoices on behalf of the company of £45,046 (2023: £6,757). note above.
During the year, a company with a common director invoiced the company £5,209,907 (2023: The company paid invoices from the company with a common director totaling £5,563,698 (2023: £4,603,674) during the year. At the year end, the company owed a company with a common director £37,992 (2023: £434,456).
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Post balance sheet events
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On 2 June 2025, the company issued 9,829,916 Series B preferred shares at £4.1561 per share.
On 7 August 2025, the Company entered into a USD/GBP forward contract with a notional amount of USD $20million with an expiry date of 1 June 2026 to protect against future foreign exchange movements. At this time, the full financial impact of the forward contract is not known.
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 12 December 2025 by Mahmood Ramji (Senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
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