As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £28,175 (2024 - £21,965 loss).
T-Cypher Bio Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Third Floor, The Sherard Building, Edmund Halley Road, Oxford Science Park, Oxford, OX4 4DQ.
The group consists of T-Cypher Bio Holdings Limited and all of its subsidiaries.
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.
The consolidated group financial statements consist of the financial statements of the parent company T-Cypher Bio Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
The group accounts include unaudited management accounts figures for the US subsidiary undertaking.
In determining the appropriate basis of preparation of the financial statements for the year ended 31 December 2025, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future.
The Company is focused on identifying the next generation of T Cell receptor (TCR) therapies by finding undiscovered targets, isolating unique T cell clones and engineering TCR proteins. As this is early stage research and development work, the Company’s operating expenses are expected to be high with no revenue anticipated in the short term. The Company is reliant on investors for future funding of the R&D work. In addition, it is reliant on the success of the research and commercialisation activities being undertaken by the Company.
In view of this, the directors have prepared cash flow forecasts for the period up to 31 December 2027 taking into account reasonable possible downsides.
The Company is entirely reliant on funding from its parent company, T-Cypher Bio Holdings Limited. T-Cypher Bio Holdings Limited is a non-trading company and transfers all the funding it receives to T-Cypher Bio Limited.
In October 2021, T-Cypher Bio Holdings Limited received £2.775 million in equity funding from existing investors and immediately invested into T-Cypher Bio Limited.
On 23 June 2023, T-Cypher Bio Holdings Limited successfully completed a Series A funding round for a total of £33.25 million divided into three tranches. The first tranche of £9.55 million and the second tranche of £11.6 million were received in full by the end of October 2024. The final tranche of £12.1 million was subject to the achievement of certain milestones and satisfaction of further funding conditions.
Subsequent to the year end, the Company agreed revised financing arrangements with existing investors in place of the originally anticipated final tranche funding. These arrangements include a £3.9 million convertible loan note facility and an extension to the Series A funding round to secure additional equity funding of a broadly similar magnitude to the originally anticipated final tranche.
At the time of approval of the accounts, the term sheet for the convertible loan note facility had been approved by the Investor Majority, although no binding agreement is in place and draw down of the facility is expected soon after signing. Furthermore, the company will be required to successfully complete the extension to the Series A funding round within 12 months of the approval of the financial statements.
The Directors have prepared cash flow forecasts which include the expected receipt of the additional funding referred to above. A material uncertainty exists over the successful completion of this additional funding that may cast significant doubt on the company’s ability to continue as a going concern. While the material uncertainty exists, the Directors have considered the current cash position of the Company, the support demonstrated by existing investors, the mitigating actions available to management and the scientific progress achieved to date.
The board is of the opinion that in the event of any delays and funding arising from delays in the production of R&D data, several investors in the group will offer up their financial support by way of further equity investment into T-Cypher Bio Holdings Limited, if needed, for use by the Group.
On this basis, the Directors 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 a period of at least 12 months from the date of approval of these financial statements. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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.
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 recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group 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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The 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 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 if, and only if, there is 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
In the application of the group’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 average monthly number of persons (including directors) employed by the group and company during the year was:
More information on impairment movements in the year is given in note 1.10.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Included in debtors is a debt of £28,406,357 (2024: £28,413,292) owed by T-Cypher Bio Limited, the subsidiary company. This debt is unsecured, repayable on demand and currently interest-free. Although repayable on demand, this will not be recovered until T-Cypher Bio Limited is revenue generative/profitable which is expected to be longer than one year.
Hire purchase contracts
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 is unqualified and includes the following:
The Group operates two equity-settled share-based payment schemes: the EMI Option Scheme and the Demerger Options – 2020 Unapproved Share Option Scheme. The total charge recognised in the profit and loss account in respect of these schemes during the year was £52,582 (2024: £64,591), with a corresponding credit to equity.
1. EMI Option Scheme
On 17 July 2024, the board approved the adoption of an Enterprise Management Incentive (EMI) share option scheme, granting options over the ordinary share capital of T-Cypher Bio Holdings Ltd to employees of its subsidiary, T-Cypher Bio Ltd.
The scheme is open to all employees.
Options vest over a period of three years on a pro-rata basis, subject to continued employment. Unvested options are forfeited if an employee leaves the Group.
Once vested, options are exercisable between 3 and 10 years from the date of grant.
All options were granted on 17 July 2024 and expire on 17 July 2034.
The exercise price is £0.11 per share.
At both the beginning and the end of the year, 1,576,466 options were outstanding.
The fair value of the options was determined using the Black-Scholes model. As the employees are employed by T-Cypher Bio Ltd, the share-based payment expense of £52,582 was recognised in the profit and loss account of T-Cypher Bio Ltd, with a corresponding increase in equity in T-Cypher Bio Holdings Ltd.
2. Demerger Options – 2020 Unapproved Share Option Scheme
As part of a demerger from Orbit Discovery Ltd on 21 December 2020, certain individuals previously holding options in Orbit Discovery Ltd were granted replacement options in T-Cypher Bio Holdings Ltd.
No further options will be granted under this scheme.
All options under this scheme are fully vested.
The exercise price is £3.645 per share.
The options expire on 21 December 2030.
At both the beginning and end of the year, 23,133 options were outstanding.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
On 9 December 2025, the company entered into an agreement for lease in respect of Part Ground Floor and First Floor, Barton House, Abingdon Science Park. The lease is expected to be granted following practical completion of landlord’s works and has a contractual term of 10 years from the term commencement date. The lease contains tenant break options before the first, third and fifth anniversaries of the term commencement date, subject to the service of notice and satisfaction of the relevant break conditions.
Based on the target internal area of 11,879 sq ft, the annual rent for the first year is £475,160, exclusive of VAT. At 31 December 2025, the company’s minimum operating lease commitment, being the rent payable to the earliest tenant break date, was approximately £475,000, exclusive of VAT.
If the tenant break options are not exercised, the annual rent would increase to £510,797 in year 2, £534,555 in year 3, £570,192 in year 4 and £593,950 in year 5, exclusive of VAT, and would then be subject to CPI-linked review subject to a minimum annual increase of 2% and a maximum annual increase of 4%.
The agreement for lease also provides that if practical completion of the landlord’s works has not occurred by 4.00 pm on 31 December 2026, either the landlord or the company may terminate the agreement before practical completion occurs. Accordingly, in that scenario, the company would not be committed to take the lease. Management currently expects the landlord’s works to be completed by the contractual target date of 12 June 2026, and understands that the works remain on track.
The operating lease commitment for the company's existing building to 14 June 2026 is £251,328.
Subsequent to the year end, the Group agreed revised financing arrangements with existing investors in place of the originally anticipated final tranche funding under the Series A raise. These arrangements include a £3.9 million convertible loan note facility and an extension to the Series A funding round to secure additional equity funding. The Directors consider these arrangements supportive of the Group’s ongoing funding requirements and have taken them into account in their going concern assessment.
The Group and Company have taken advantage of the optional exemption under FRS102 section 33 to not disclose transactions with other wholly-owned members of the Group on the grounds that the consolidated financial statements are publicly available.