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Registered number: 12561698
EMULATE BIO UK LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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EMULATE BIO UK LTD
REGISTERED NUMBER: 12561698
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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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 3 to 8 form part of these financial statements.
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EMULATE BIO UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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The notes on pages 3 to 8 form part of these financial statements.
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EMULATE BIO UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Emulate Bio UK Ltd (the 'Company') is a company incorporated in the United Kingdom under the Companies Act. The Company is a private company, limited by shares and is registered in England and Wales. The registered office is Suite 2 First Floor, 10 Temple Back, Bristol, BS1 6FL.
The principal activity of the Company in the year under review was that of sales and marketing activities related to research and experimental development on biotechnology for and on behalf of the parent company.
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:
Due to the nature of the Company’s business it is reliant on the support of its parent company, Emulate, Inc., to fund operations. Based on the forecasts prepared by the parent company, the group will require additional finance in the foreseeable future.
As of December 31, 2024, Emulate, Inc. had cash and cash equivalents of $14,663,839, limited working capital of $15,973,416, and accumulated deficit of $249,271,281. Emulate, Inc. incurred net losses of $30,304,874 and $30,580,903 for the years ended December 31, 2024 and 2023, respectively. Emulate, Inc. funded these losses principally through the issuance of convertible preferred stock and convertible notes. Emulate, Inc. expects to incur operating losses and negative cash flows for the foreseeable future and will continue to rely on additional capital funding until such time as they are able to generate a level of revenue that is sufficient to support its cost structure. Emulate, Inc. is subject to a number of risks similar to other companies in its industry, including, but not limited to, rapid technological change, uncertainty of market acceptance of the product and competition from larger companies with substitute products.
After considering Emulate, Inc.’s existing cash and cash equivalents as of December 31, 2024 combined with aggregate net proceeds of $44,374,506 from the entity’s Series F preferred stock financing received in multiple closing during February, March and April 2024. Emulate, Inc. successfully obtained additional funding of $10,000,000 in October 2025, however the parent entity anticipates that it will require additional funding to support operations for a least the next year following the date that the financial statements are issued.
At the date of approval of these financial statements discussions are ongoing and without such financing, there is a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern and therefore whether the Company will realise its assets and settle its liabilities in the ordinary course of business at the amounts recorded in the financial statements.
However, although it cannot be certain, based on current discussions the directors are confident that the funding will be received in the near future and thus the directors have prepared the financial statements on a going concern basis.
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EMULATE BIO 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
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest whole £.
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.
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The Company is controlled by its ultimate parent Emulate, Inc. to provide services within specific contracted regions. The Company is remunerated by its parent for these services. The total turnover of the Company for the year has been derived from its principal activity undertaken in the UK. Intercompany revenue is based on a service.
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 as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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EMULATE BIO UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Tax is recognised in profit or loss 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.
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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.
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EMULATE BIO UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 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.
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.
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The average monthly number of employees, including directors, during the year was 6 (2023 - 6).
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EMULATE BIO UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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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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Other taxation and social security
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Accruals and deferred income
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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 £11,522 (2023 - £17,764). Contributions totalling £1,966 (2023 - £3,769) were payable to the fund at the balance sheet date and are included in creditors.
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EMULATE BIO UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The ultimate parent company and controlling party is Emulate, Inc. The Company was under the control of its parent Emulate, Inc. throughout the financial year by virtue of their 100% shareholding. The parent company is registered in the United States of America, and consolidated accounts can be obtained from the following address: 27 Drydock Ave., 5th Floor, Boston, MA 02210, United states of America.
The largest and smallest group in which the results of the Company are consolidated is that headed by Emulate, Inc. with its principal place of business at 27 Drydock Ave., 5th Floor, Boston, MA 02210, United states of America.
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the Company is reliant on its parent company for support. The parent company is currently in discussions with investors and the leadership team is confident that the funding will occur in the foreseeable future. However, at the date of approval of these financial statements these discussions are ongoing. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, 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.
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The audit report was signed on 24 December 2025 by Karen Cairns (Senior Statutory Auditor) on behalf of Nortons Assurance Limited.
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