The directors present the strategic report for the year ended 31 December 2025.
Oxford BioTherapeutics (OBT) is a clinical-stage oncology company leveraging its proprietary target discovery platform to build a differentiated portfolio of first-in-class antibody-based therapeutics. The company is advancing innovative ADC (antibody-drug-conjugates) and TCE (T-cell-engagers) programmes designed to address significant unmet needs in cancer, particularly in patient populations with limited treatment options.
OBT creates value through:
Discovering and validating novel cancer targets via OGAP®, its proprietary membrane proteomics and target discovery platform.
Building a highly differentiated portfolio of ADC and TCE assets against novel, disease-relevant targets with strong partnering potential.
Forming strategic alliances with leading biopharmaceutical companies to accelerate therapeutic development and maximise patient impact.
The company achieved the following operational milestones and generated significant collaboration milestone and revenue payments in 2025:
OBT/Roche collaboration: In February 2025, OBT formed a strategic oncology collaboration with Roche to discover novel targets for antibody-based cancer therapies. The partnership combines OBT’s proprietary OGAP®-Verify platform with Roche’s drug development expertise to advance multiple high-potential oncology targets. OBT is to receive up to US$36 million in upfront payments and is eligible for milestone payments exceeding US$1 billion, plus royalties.
OBT/ Boehringer: In June 2025, Boehringer Ingelheim progressed the third oncology drug candidate from the OBT collaboration into IND-enabling studies, commencing a GLP toxicology study.
OBT/ GSK Collaboration: In November 2025, OBT entered into a strategic oncology collaboration with GSK to identify and advance multiple high-potential novel cancer targets. As OBT's second significant pharmaceutical collaboration in 2025, the agreement provides further external validation of the Company's differentiated target discovery platform and its ability to generate first-in-class oncology opportunities.
OBT/ ImmunoGen: In June 2025, OBT exercised an option to acquire a Next-Generation ADC Linker-Payload Technology from ImmunoGen for OBT’s internal ADC pipeline.
Finances & Operations
Despite a financial climate that has been challenging for many biotech companies in 2025, OBT continued to be fully self-funding, supporting all business operations and internal R&D through partnership revenues.
The year 2025 saw OBT demonstrate, for a fifth consecutive year, zero bank debt status.
OBT continues to demonstrate that the company will not only be securely funded throughout 2026 and beyond, but that we are committed to continuing to multiply value for our shareholders.
OBT’s existing R&D partnerships fully funded OBT’s clinical activities in 2025 and strengthened its balance sheet and will continue to ensure it is securely funded through 2026 and beyond. The directors are confident that OBT will continue its excellent progress on all fronts in 2026, following the current path of success as a risk-diversified multi-drug enterprise by combining the breadth of our cutting-edge internal drug development pipeline with our high-quality, extensive and revenue-generating partnered drug pipeline. The Group’s momentum has continued into 2026, with the new strategic collaboration with Bristol Myers Squibb, a third Boehringer Ingelheim partnered programme entering the clinic and the advancement of Obrixtamig into Phase 3 development, as set out in note 26 to the financial statements.
Financial Key Performance Indicators
Total revenue in the year decreased from £20.7m to £12.2m. The prior year included a one-off release of £7.9m of previously deferred revenue following management's reassessment of obligations in relation to upfront licences; excluding this, underlying revenue was broadly stable year on year. Gross profit decreased from £20.2m to £11.9m. Administrative expenses increased from £17.6m to £19.1m, reflecting planned investment in headcount to support the Group's expanded partnerships (total employees rose from 42 to 61) and increased laboratory capacity. As a result, the Group recorded an operating loss of £7.2m compared with an operating profit of £2.6m in 2024.
The reported result does not, however, reflect the strength of the Group's trading year. The collaborations signed in 2025 generated substantial cash inflows in the form of upfront payments, which are held on the balance sheet as deferred income of £23.5m at the year-end (2024: £3.3m) and will be recognised as revenue as the associated research obligations are delivered in future periods. This deferred income balance is the principal driver of the Group's net liabilities position at 31 December 2025: it represents cash already received for future work, rather than amounts payable. Of the £23.5m, £13.8m is scheduled to be recognised as revenue during 2026 — more than the Group's entire reported revenue for 2025 — giving the Group materially stronger contracted revenue visibility entering 2026 than at any point in its history.
Cash generation was correspondingly strong. The Group generated a net cash inflow from operating activities of £7.2m (2024: outflow of £4.8m) and ended the year with cash of £10.3m (2024: £4.8m), with no bank debt and no new equity funding raised. The Group continued to invest in its future growth, with £1.9m of capital investment in expanded laboratory capacity and equipment and £7.5m of expenditure on research and development, funded entirely from the Group's own resources.
The directors consider a number of key risks and uncertainties that could impact the performance and position of the group, which include:
Progress on Revenue diversification
The Roche and GSK collaborations, signed in 2025, have materially expanded and diversified OBT’s revenue streams, strengthening the Company’s financial outlook for 2026 and beyond. Together with one multi-million-pound milestone payment received from Boehringer Ingelheim, these achievements highlight the strength of OBT’s diversified partnering strategy, reducing dependence on any single partner and providing multiple sources of near-term and long-term value creation. The Group nevertheless remains dependent on a limited number of large pharmaceutical partners for the majority of its revenues and cash receipts, and the delay or termination of any single collaboration could have a material impact on the Group’s results. The directors seek to mitigate this risk through continued diversification of the partner base.
Inflation, Russia/Ukraine conflicts
Whilst inflation has been falling in major western economies, the company continues to face challenges arising from persistent high levels – both as a result of the macro-economic environment and ongoing impact from the Russia/Ukraine conflict. This directly affects OBT’s profitability through increased operating expenses, particularly with regards to staff costs. OBT continues to monitor the situation closely and seeks to mitigate any effects on staff retention by offering other non-payroll related benefits to staff such as share options and training, as well as continuing to make operational efficiencies.
Foreign exchange rates
Foreign exchange markets remained volatile throughout 2025, driven by divergent monetary policies among major central banks, geopolitical tensions, ongoing trade disputes. Historically, OBT generated the majority of its revenues in US Dollars and Euros; however, the Company has now established a significant Sterling-denominated revenue stream. This represents an important milestone in strengthening OBT’s natural hedge by more closely aligning revenues and expenditures across all three major currencies. We continue to monitor foreign exchange developments closely and adapt our currency risk management strategies as appropriate. While currency volatility is expected to persist in 2026 and beyond, OBT is well positioned to mitigate its impact through a combination of natural hedging, revenue diversification, and operational alignment, thereby reducing potential fluctuations in financial performance.
Innovation remains central to OBT’s strategy. We continue to expand and refine our proprietary OGAP®-Verify platform to provide an increasingly comprehensive representation of patient tumours and the tumour microenvironment. These investments enhance our ability to identify and validate novel targets for ADC and TCE therapies, supporting the development of differentiated oncology medicines for patients with significant unmet medical needs. By partnering with leading biopharmaceutical companies, we are able to accelerate the translation of these discoveries into new therapeutic opportunities while maintaining the highest standards of scientific rigour, quality, and ethical conduct across our operations.
Despite significant progress in ADC and TCE development, fewer than 15% of cancer patients are eligible for approved therapies, while fewer than 10% of new ADC and TCE programmes target truly novel antigens. This leaves a large and underserved patient population with limited treatment options. OBT’s proprietary OGAP®-Verify platform is designed to address this gap by identifying first-in-class targets with the potential to expand the reach of antibody-based therapies. Through quantitative evaluation of tumour selectivity, antigen density and therapeutic index, OGAP®-Verify enables more informed target selection, accelerates drug discovery, and increases the likelihood of developing successful ADC and TCE therapies for patients with significant unmet medical need.
The success of our ongoing strategy for 2026 will be measured as follows:
Additional clinical milestones arising from our Boehringer partnership.
Continued progress with the Group’s internal pipeline, including its lead internal candidate OBT076.
Additional novel R&D partnerships with large pharmaceutical companies.
Successful launch of OGAP-Splice
The Group uses a variety of financial instruments including cash, cash equivalents and various items, such as trade debtors and trade creditors which arise directly from its operations. Cash and cash equivalents include cash at bank and in hand, as well as short-term deposits or bonds with maturities of three months or less. The Group does not enter into derivative financial instruments for speculative purposes, but may use currency options to support the company’s primary currency mitigation strategy of naturally hedging costs against currency incomes. The Group's exposure to credit risk, liquidity risk, and market risk related to financial instruments is managed as follows:
Credit risk is deemed to be low due to the nature of our collaborators.
The Group manages currency and liquidity risk by ensuring sufficient liquidity to meet its foreseeable needs, regularly reviewing its cash position, and monitoring cash flows quarterly. Other market risks are discussed in the principal risks and uncertainties above.
Over the next five years, we expect OBT to be firmly established as a leading innovator in ADC and T-cell engager target discovery. Powered by our OGAP®-Verify and OGAP®-Splice platforms, we aim to build a growing portfolio of first-in-class targets and therapies that address large unmet needs and expand access to precision cancer medicines.
Through a combination of internal innovation and strategic pharmaceutical partnerships, we anticipate advancing multiple programmes towards clinical, regulatory, and commercial milestones, delivering meaningful benefits for patients while creating significant long-term value for stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In April 2026, Oxford BioTherapeutics entered a strategic collaboration with Bristol Myers Squibb to discover and develop next generation T-Cell engagers for solid tumours. OBT has received an upfront payment and may be eligible to receive milestone payments, as well as royalties on net sales.
In April 2026, Oxford BioTherapeutics’ third partnered programme with Boehringer Ingelheim enters the clinic. This triggered a milestone payment to OBT.
In June 2026, Oxford BioTherapeutics, first partnered program (Obrixtamig) advances to Phase 3. This late-stage development triggers a milestone payment to OBT.
In accordance with the company's articles, a resolution proposing that FLB Audit LLP be reappointed as auditor of the group will be put at a General Meeting.
The financial statements have been prepared on the going concern basis which the directors believe to be appropriate as set out below. 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 group can continue in operational existence for a period of at least 12 months from the approval of these financial statements (“going concern assessment period”). The directors have prepared forecasts based on the pipeline of prospective and secured contracts and these forecasts indicate that the group will continue to meet its liabilities as they fall due. Consequently, the directors are confident that the group will have sufficient funds to continue at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
The group has chosen, in accordance with Companies Act 2006, s. 414C(11), to set out in the group's strategic report information required by Sch. 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) to be contained in the directors' report. It has done so in respect of future developments, research and development and financial instruments.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Oxford Biotherapeutics Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risks of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and revenue recognition. Our audit procedures to respond to management override risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases. Our audit procedures to respond to revenue recognition risks included detailed review of underlying contracts against revenue recognition assessment and applicable accounting standards, testing of income across the year to agree to supporting documentation, and reviewing income received post year end to ensure this has been recognised correctly.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 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 £7,022,112 (2024 - £3,149,690 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Oxford Biotherapeutics Ltd (“the company”) is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is Suite A, Second Floor, The Schrödinger Building, Heatley Road, Oxford Science Park, Oxford, United Kingdom, OX4 4GE. Company registration number 04974481 (England and Wales).
The group consists of Oxford Biotherapeutics Ltd 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.
The financial statements are prepared and presented in British pounds sterling, which is the functional currency of the parent company. Oxford Biotherapeutics Inc., a subsidiary of the group, has a functional currency of United States Dollars. Monetary amounts in these financial statements are rounded to the nearest whole pound, being the chosen presentational currency of the group.
The parent company has taken advantage of the exemption from preparing a statement of cash flows, on the basis that it is a qualifying entity and the group statement of cash flows, included in these financial statements, includes the company's cash flows.
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 Oxford Biotherapeutics Ltd 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.
The financial statements have been prepared on the going concern basis which the directors believe to be appropriate as set out below. 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 group can continue in operational existence for a period of at least 12 months from the approval of these financial statements (“going concern assessment period”). The directors have prepared forecasts based on the pipeline of prospective and secured contracts and these forecasts indicate that the group will continue to meet its liabilities as they fall due. Consequently, the directors are confident that the group will have sufficient funds to continue at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for services and licences provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover in respect of milestone delivery varies depending on whether the group has continuing obligations to fulfil to a customer. Where there are no contracted or inferred obligations management have determined that the revenue can be recognised at a point in time. Where there are interpreted to be continuing obligations, management have determined that revenue shall be recognised over the period during which those obligations are expected to be provided.
Turnover in respect of upfront fees granting access to technologies is recognised evenly over the research term to which they apply.
Turnover in respect of research and development services is recognised over time in line with the delivery of the obligations.
Turnover in respect of upfront license and option payments are recognised evenly over the expected duration of obligations associated with such payments.
Expenditure on research activities is recognised in the profit and loss account as an expense as incurred.
Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible and the company intends and has technical ability and sufficient resources to complete development, future economic benefits are probable and if the company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve design for, construction or testing of the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.
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 income statement.
Interests in subsidiaries and other unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
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.
Other unlisted investments are equity interests in entities over which the group does not exert control, significant influence or joint control.
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 statement of financial position 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.
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 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.
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 income statement 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 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.
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group 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 Group in independently administered funds.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets' fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Consolidated within the group financial statements are the results and financial position of a foreign subsidiary undertaking. Items included in the financial statements of each of the entities in the group are measured using the currency of the primary economic environment in which the group operates (the functional currency). The functional currency is British Pounds Sterling. The company financial statements are presented in sterling.
(i) Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.
(ii) Translation
The trading results of group undertakings that have a different functional currency from that of the group are translated into sterling at the average exchange rate for the year. Their assets and liabilities, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rate as at the year end.
Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in ‘Other comprehensive income’.
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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Turnover in respect of research and development services is recognised by reference to the completion of specific targets. Management has determined that the most appropriate recognition of turnover in respect of upfront license and option payments is to recognise this evenly over the expected duration of obligations associated with such payments. Duration of obligations is considered to be a key area where management applies judgements, and these are reviewed on an annual basis and adjustments are made based on the latest information available.
Milestone based recognition varies depending on whether the group has continuing obligations to fulfil to a customer. Where there are no contracted or inferred obligations management have determined that the revenue can be recognised at a point in time. Where there are interpreted to be continuing obligations, management have determined that revenue shall be recognised over the period during which those obligations are expected to be provided.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).
The actual credit for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
At the reporting date, the group had UK tax adjusted losses carried forward of £27,014,066 (2024: £20,752,837). No deferred tax asset has been recognised due to uncertainty around the timing of future taxable profits against which to utilise these losses and credits.
The tax losses do not have a expiry date.
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
Details of the company's subsidiaries at 31 December 2025 are as follows:
Financial assets measured at amortised cost are comprised of trade and other debtors and investments.
Financial liabilities measured at amortised cost are comprised of trade and other creditors, accruals, redeemable preference shares and finance lease obligations.
Amounts owed to the company by group undertakings are unsecured, interest free and repayable on demand. These amounts are stated net of provisions for impairment of £1,162,845 (2024: £948,508).
The parent company has in issue 260,000 redeemable preference shares of £1 each, which are classified as long term debt, rather than equity, due to the nature of the terms and conditions attached to them.
The shares are redeemable at their par value of £1 each at a fixed date, subject to certain criteria and conditions being met at that date, as detailed in the Articles of Association of the parent company. The earliest possible redemption date was 31 July 2023, and the latest possible date of redemption would be a date at which all terms of redemption are satisfied and a qualifying redemption event occurs, as specified within section 6.1.2 of the parent company's Articles. The redemption is mandatory, rather than at the company's discretion, providing relevant criteria is met.
The preference shares were previously entitled to a Preference Dividend and a Fixed Dividend. Such dividend rights expired on 31 December 2010.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Deferred income is included in the financial statements as follows:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions totaling £59,308 (2024: £35,982) were payable to the fund at the year end and are included in accruals.
At the reporting date, the group had a number of share option agreements in place with employees. Options are exercisable at points in time and at prices as agreed in the executed agreements. The vesting period of these options is between one to five years. If the options remain unexercised after a period of 10 years from the date of the agreement, the options expire. Options are forfeited if a qualifying exit event as specified in the agreements occurs. The options are to be settled in equity.
For employee share options, the fair value of equity instruments granted is assessed at the date of the grant of options. A Black Scholes pricing model has been adopted to derive the fair value of the equity instruments granted which considers a number of inputs. These included degrees of volatility which were derived from comparable traded stocks, time at issue date, expiry timelines being option life, risk-free interest rates, option strike prices and spot price valuations of the Company at the time of issue.
The options outstanding at 31 December 2025 had an exercise price ranging from 1.31 to 2.27, and a remaining contractual life of 4 years (2024: 5 years).
Ordinary shares
All Ordinary share classes carry the right to one vote per share. Dividends shall be paid in the following order of priority:
C Ordinary shares
Preference shares in respect of the preference and fixed dividends
A Ordinary shares
Ordinary shares and B Ordinary shares
Return of capital on winding up is distributed to the shareholders in proportion to their shareholding and in the same order of priority.
Preference shares
Preference shares are non-voting, redeemable shares classified as debt (see note 18).
The rights to dividends and capital are detailed in the priority order above.
Allotment of shares in year
During the year, the following shares were issued by the company:
2,350 Ordinary shares of 1p each were issued at a premium of £1.34 per share;
During the prior year, the following shares were issued by the company:
17,510 Ordinary shares of 1p each were issued at a premium of £1.34 per share;
12,000 Ordinary shares of 1p each were issued at a premium of £2.26 per share;
13,600 Ordinary shares of 1p each were issued at a premium of £2.85 per share.
The Articles of Association stipulate that for certain classes of shares, those shareholders are entitled to a dividend based on annual profit. The outstanding balance is £1,539,404 for dividends announced in 2014 and a contingent fee of £237,966 if the 2014 dividend is paid. The company's directors have not accrued for this in the accounts as they are dividends on equity shares. Dividends are accounted for when paid, not on an accrual basis. The company is not able to pay dividends as it does not have distributable reserves so it would not be legal to do so.
At the year end the group had contracted capital expenditure of £629,051 relating to laboratory equipment and machinery. These commitments have not been accounted for in these financial statements.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
In April 2026, Oxford BioTherapeutics entered a strategic collaboration with Bristol Myers Squibb to discover and develop next generation T-Cell engagers for solid tumours. OBT has received an upfront payment and may be eligible to receive milestone payments, as well as royalties on net sales.
In April 2026, Oxford BioTherapeutics’ third partnered programme with Boehringer Ingelheim enters the clinic. This triggered a milestone payment to OBT.
In June 2026, Oxford BioTherapeutics, first partnered program (Obrixtamig) advances to Phase 3. This late-stage development triggers a milestone payment to OBT.
The remuneration of key management personnel is as follows.
The group paid M Fernandes, Dr C Rohlff's wife, £Nil (2024: £4,150) for PR and website related services.
The group paid T Rohlff, Dr C Rohlff's son, £1,000 (2024: £Nil) for professional services.
The group paid GKF Wealth Management, of which Mr J L Gould is a director, £191,333 (2024: £183,273) for monitoring fees and £Nil (2024: £2,202) for expense reimbursements.
The group paid the directors £37,304 (2024: £23,206) for expense reimbursements.
There are no balances outstanding with related parties at the year end.