Company registration number 09431909 (England and Wales)
AMO PHARMA LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
AMO PHARMA LIMITED
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3
Notes to the financial statements
4 - 12
AMO PHARMA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company during the year was the development of new treatments for serious and debilitating diseases including rare genetic disorders.

Business review and going concern

The directors have considered cashflow forecasts for a period of 12 months from the date of signing the financial statements, which show that additional funding is required within the next 12 months in order to support the continuing current and future clinical development. The directors believe that the financial statements have been prepared appropriately on the going concern basis.

The directors have no reason to believe the funding will not be made available but in the absence of formal agreements there can be no certainty on the availability, timing or quantum of this funding as at the date of approval of these financial statements. This creates a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern, for a period of at least 12 months from the date of approval of these financial statements and, therefore, they may be unable to realise their assets and discharge their liabilities in the normal course of business.

Based on this review, the directors believe that the financial statements have been prepared appropriately on the going concern basis.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A L Rubino
J Horrigan (resigned 21/03/2025)
J F Jones (resigned 21/05/2025)
M F Snape
J Bateson
M D McNulty
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

AMO PHARMA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Dr Michael Snape
Director
10 July 2026
AMO PHARMA LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 3 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
663
1,939
663
1,939
Current assets
Debtors
7
1,724,786
2,541,697
Cash at bank and in hand
348,940
155,499
2,073,726
2,697,196
Creditors: amounts falling due within one year
8
(51,503,078)
(46,832,366)
Net current liabilities
(49,429,352)
(44,135,170)
Net liabilities
(49,428,689)
(44,133,231)
Capital and reserves
Called up share capital
9
2,134
2,134
Share premium account
25,025,079
25,025,079
Share based payment reserve
4,094
4,094
Profit and loss reserves
(74,459,996)
(69,164,538)
Total equity
(49,428,689)
(44,133,231)

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 10 July 2026 and are signed on its behalf by:
Dr Michael Snape
Director
Company registration number 09431909 (England and Wales)
AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
1
Accounting policies
Company information

Amo Pharma Limited is a private company limited by shares incorporated in England and Wales. The registered office is Pinsent Masons Llp, 1 Park Row, Leeds, England, LS1 5AB.

1.1
Basis of preparation

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

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

Consolidation

The company has taken advantage of the option not to prepare consolidated abridged financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.

1.2
Going concern

The directors have considered cashflow forecasts for a period of 12 months from the date of signing the financial statements, which show that additional funding is required within the next 12 months in order to support the continuing current and future clinical development. The directors believe that the financial statements have been prepared appropriately on the going concern basis.true

The directors have no reason to believe the funding will not be made available but in the absence of formal agreements there can be no certainty on the availability, timing or quantum of this funding as at the date of approval of these financial statements. This creates a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern, for a period of at least 12 months from the date of approval of these financial statements and, therefore, they may be unable to realise their assets and discharge their liabilities in the normal course of business.

Based on this review, the directors believe that the financial statements have been prepared appropriately on the going concern basis.

1.3
Significant judgements and estimations
In preparing the financial statements, the directors are required to make judgements (other than those
involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. There are no key sources of estimation uncertainty.
1.4
Research and development expenditure

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.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office equipment
33% straight line

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 credited or charged to profit or loss.

1.6
Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

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

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

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

Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
The results of overseas operations are translated at the average rates of exchange during the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used, and their balance sheets are translated at the rates ruling at the balance sheet date. Exchange differences arising on translation of the opening net assets and results of overseas operations are reported in the foreign translation reserve and accumulated in equity.
1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 when the company has 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.

1.11
Pensions
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
1.12
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair
value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity.
This is based upon the company's estimate of the shares or share options that will eventually vest which
takes into account all vesting conditions and non-market performance conditions, with adjustments being
made where new information indicates the number of shares or share options expected to vest differs from previous estimates.
Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.
Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.
Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of
cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.
1.13
Investments
Investments in subsidiary undertakings are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
4
4
3
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(1,012,816)
(1,352,182)
Adjustments in respect of prior periods
-
0
47,631
Total current tax
(1,012,816)
(1,304,551)
AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Taxation
(Continued)
- 8 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(6,308,273)
(9,806,553)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
(1,577,068)
(2,451,638)
Effects of:
Expenses that are not deductible in determining taxable profit
15,346
1,041
Adjustments in respect of prior years
-
0
47,631
Difference between tax effect of expenditure and surrendered loss
(73,980)
(98,769)
Movement in unrecognised deferred tax asset
622,886
1,197,184
Taxation credit in the financial statements
(1,012,816)
(1,304,551)
The estimated value of the total deferred tax asset not recognised for the company, measured at a standard rate of 25% is £9,908,093 (2024: £9,285,207).
AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2025
6,557
Reclassified disposal
(2,206)
At 1 January 2025
4,351
At 31 December 2025
4,351
Depreciation
At 1 January 2025
4,618
Reclassified disposal
(2,206)
At 1 January 2025
2,412
Depreciation charged in the year
1,276
At 31 December 2025
3,688
Carrying amount
At 31 December 2025
663
At 31 December 2024
1,939
During the year, the Company identified and corrected an immaterial prior period misstatement relating to the gross carrying amount and accumulated depreciation of office equipment. Both the gross carrying amount and accumulated depreciation had been overstated by the same amount and, as a result, there was no impact on the previously reported net book value or profit for the prior year. Comparative figures have not been restated as the effect was not material to the financial statements.
5
Fixed asset investments
2025
2024
£
£
Cost - Subsidiaries
7,271,671
7,271,671
Provision - Subsidiaries
(7,271,671)
(7,271,671)
Net Book Value - Subsidiaries
-
0
-
0
6
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Subsidiaries
(Continued)
- 10 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
ASD Therapeutics LLC
1209 Orange Street, Delaware, 19801
Membership interest
100%
AMO Pharma Services Corporation
1209 Orange Street, Delaware, 19801
Common stock
100%
AMO-01 Pharma Limited
Burnham House, Splash Lane, Wyton, Huntingdon, Cambridgeshire, PE28 2AF
Ordinary
100%
AMO-06 Pharma Limited
Burnham House, Splash Lane, Wyton, Huntingdon, Cambridgeshire, PE28 2AF
Ordinary
100%
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
1,012,816
1,352,182
Amounts owed by group undertakings
1,266
1,266
Other debtors
710,706
1,188,249
1,724,786
2,541,697
8
Creditors: amounts falling due within one year
2025
2024
£
£
Financial instruments (note 10)
47,936,320
42,785,991
Trade creditors
1,449,426
1,827,746
Amounts owed to group undertakings
269,955
205,680
Taxation and social security
22,638
20,245
Other creditors
1,824,739
1,992,704
51,503,078
46,832,366
The financial liabilities disclosed in note 10 have been classified as creditors: amounts falling due within one year.
Although the convertible loan notes accrue interest at 10% per annum and may convert into equity prior to an Exit event, the contractual terms provide that the notes may become redeemable where the relevant investors so determine, with redemption occurring shortly after notice is given. Under FRS 102 Section 4, a liability is classified as current where the entity does not have an unconditional right at the reporting date to defer settlement for at least twelve months.
As redemption is at the discretion of the investors rather than the company, the company does not control the timing of settlement and therefore does not have such a right. Accordingly, the convertible loan notes and related accrued interest are presented as current liabilities in the statement of financial position, irrespective of management's expectation of when they will be converted.
The redeemable preference shares are also presented as current liabilities. This is because the redemption provisions give the holders the right to redeem their preference amount if the company is in breach of any term of its borrowing agreements.
AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £0.01 each
68,223
68,223
682
682
Ordinary B Shares of £0.01 each
10,913
10,913
109
109
79,136
79,136
791
791
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference Shares of £0.01 each
68,223
68,223
682
682
Redeemable Preference Shares of £0.01 each
66,061
66,061
661
661
134,284
134,284
1,343
1,343
10
Financial instruments
The carrying amount for each category of financial instrument is as follows:
Financial liabilities measured at fair value through profit or loss
2025
2024
£
£
Convertible loan note
22,058,959
14,930,072
Redeemable preference shares
25,877,361
27,855,919
47,936,320
42,785,991
At 31 December 2025, financial liabilities measured at fair value through profit or loss totalled £47,936,320 (2024: £42,785,991). This balance comprises £25,877,361 relating to redeemable preference shares and £22,058,959 relating to convertible loan note and bridging loan liabilities, including accrued interest.
On 24 July 2025, the company entered into a new loan note instrument and subscription agreement. Under these arrangements, existing bridging loan principal of $16,388,876 with IIU Nominees Limited and $3,761,124 with Acacia, totalling $20,150,000, was used to subscribe for new convertible loan notes. This amount included $750,000 received in June 2025. A further $4,500,000 of new funding was provided, of which $38,000 was subscribed for non-participating shares and $4,462,000 was used to subscribe for further convertible loan notes.
By the year end, the cumulative drawn principal on the new facilities was $19,334,316 for IIU Nominees Limited and $4,451,914 for AMO Holdco LLC/Acacia. The convertible loan notes accrue interest at a rate of 10% per annum. At the year end, cumulative accrued interest amounted to $781,751 on the IIU facility and $179,991 on the Acacia facility.
Accrued interest of £2,717,913 also remained outstanding in respect of the previous bridging loan arrangements. Following the issue of the new convertible loan notes, the principal amounts of the previous bridging loans were applied as subscription consideration for the new loan notes.
The loan note principal and accrued interest are denominated in US dollars. These balances have been translated into pounds sterling for the purposes of the financial statements, as GBP is the functional and reporting currency of the company.
AMO PHARMA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Financial instruments
(Continued)
- 12 -
The redeemable preference shares are considered to be a liability due to the redemption clause, which gives the holders the right to redeem their preference amount if the company is in breach of any term of its borrowing agreements.
As these preference shares are denominated in US dollars, the carrying value of the shares is subject to exchange rate movements, resulting in a foreign exchange credit of £1,978,558 due to unrealised currency exchange movement. No further shares were issued or redeemed during the year.
11
Share-based payment transactions
AMO Pharma Limited has a Growth Share Plan (the "Share Plan"). Growth Shares are offered at a subscription price specified by the Directors at date of grant and with the shares vesting over 4 years. The exercise price and vesting conditions of the Growth Shares is subject to approval by the Board of Directors. Growth Shares are subject to good leaver/bad leaver provisions. As at 31 December 2025 the company had issued 10,913 (2024: 10,913) Growth Shares to its employees of which 9,721 (2024: 6,993) shares had vested. In addition, as at 31 December 2025 the company had issued 9,384 conditional subscription agreements (2024: 9,384) for Growth Shares to its employees of which 8,359 (2024: 6,013) shares had vested. The fair value of Growth Shares issued was measured using the Black Scholes valuation model. The expected volatility of the growth shares was assessed at 50% and a risk free rate of 4.5% due comparison with other similar stage investment backed enterprises. As a result of the fair value exercise (£0.00), no charge was required to be recorded in the accounts.
12
Ultimate controlling party
The Directors consider that there is no ultimate controlling party.
2025-12-31 2025-01-01 false false false CCH Software CCH Accounts Production 2026.100 The principal activity of the company during the year was the development of new treatments for serious and debilitating diseases including rare genetic disorders.
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