2023 Annual Report
and Financial Statements
Contents
Strategic report
Highlights
At a glance
Chairman’s statement
Business model
Markets
Strategic goals
Key performance indicators
1
2
3
4
5
6
8
9
Principal risks and uncertainties
and risk management
10
Chief Executive Officer’s statement 11
Financial Review
Section 172 statement
Governance
Corporate Governance
Board of Directors
Corporate Governance Report
Audit and Risk Report
Directors’ Remuneration Report
Directors’ Report
Statement of Directors’
Responsibilities
12
14
15
15
15
17
18
19
21
23
Independent Auditor’s Report
24
Financial Statements
Consolidated statement of
profit or loss
Consolidated statement of
financial position
Company statement of
financial position
Consolidated statement of
changes in equity
Company statement of
changes in equity
Consolidated statement of
cash flows
27
27
28
29
30
31
32
Notes to the financial statements 33
11
4basebioAnnual Report & Financial Statements 2023 Strategic ReportStrategic Report1. Highlights
•
First sale of HQ synthetic DNA batch
•
First order for GMP synthetic DNA
•
Six novel patent filings
•
Delivered over 25 customer projects during
2023
2
4basebioAnnual Report & Financial Statements 2023 Strategic Report2. At a glance
4basebio PLC is a Cambridge, UK, AIM
quoted holding and service company for the
4basebio group of companies (“the Group”),
which includes manufacturing and research &
development subsidiaries across Cambridge,
UK and Madrid, Spain.
4basebio is a technology group, which is
a market leader in the development and
commercialisation of large scale manufacture of
synthetic DNA as well as nanoparticle delivery
solutions. The Group continues to expand its
commercial platform. Its customers are active
in the cell & gene therapy and vaccine markets,
across mRNA therapeutics and vaccines, AAV,
gene editing and DNA vaccines.
The Group‘s technology platforms offer its
customers application specific product and
performance benefits, with its synthetic DNA
also benefitting from much faster turnaround
times relative to incumbent plasmid DNA.
It also continues to invest in research and
development activities to further develop its
platforms and expand its product offering,
particularly focussed on different DNA
modalities including single stranded and circular
synthetic DNA constructs.
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4basebioAnnual Report & Financial Statements 2023 Strategic ReportStrategic Report3. Chairman’s statement
Performance
During the course of 2023, 4basebio
continued to scale up its commercial
activities alongside ongoing product
innovation. The emphasis during the
year was on its synthetic DNA platform,
with the Group recognising revenue on
approximately 25 customer projects
including the sale of its first High Quality
DNA; it also took receipt of orders for GMP
(“Good Manufacturing Practice”) grade
product due for delivery in 2024.
The manufacture and sale of GMP grade
synthetic DNA is a significant milestone for
4basebio with the receipt of GMP orders
an important step. While the Group’s
journey to GMP has not been without its
challenges, it is pleasing to reflect on the
significant progress made. Evidence of
the Group’s development also came in the
form of its client, HelixNano Technologies
Inc., announcing in March 2024 approval
of its mRNA vaccine product for first
in human trials in Australia. 4basebio
opDNA™ was used in manufacturing the
vaccine.
The Group also continued to develop its
non-viral delivery platform, Hermes™. As
announced during the year, 4basebio
received grant funding from the Bill &
Melinda Gates Foundation to pursue a
research program to further advance its
nanoparticle platform with enhanced
thermostability for use in infectious
disease vaccine applications.
Thermo-stability was an important
consideration in the use of mRNA vaccines
used during the Covid-19 epidemic.
Those vaccines required -80C freezer
storage to remain effective, presenting
significant logistical challenges and
cost considerations in the distribution of
vaccines for pandemic response.
Preliminary findings demonstrate the
Hermes™ product offers superior particle
stability at higher temperatures, a
commercially significant consideration
in the context of meeting future vaccine
demands, particularly in countries where
cold supply chain logistics are challenging.
Alongside these commercial
developments, the Group continues
to invest in its intellectual property.
During 2023 and early 2024, six new
patent applications were filed and this is
expected to continue. The Group now has
17 patent families around its DNA platform
and a further four patent families centred
on its Hermes™ technology.
It is important that the Group acts to
protect its intellectual property. As a
result it has pursued legal action in Spain
to protect against infringement and/
or misappropriation of its intellectual
4
property. This has led to belated counter
claims during the year which the Board
and its legal advisors consider unfounded
and without merit and is further described
in note 26 to the financial statements.
which it can share with customers. It also
means that 4basebio understands how its
products will perform in the hands of its
customers, a key consideration in meeting
customer expectations.
With the objectives outlined above, the
Group continued to invest during 2023
with a resultant net loss for the year of
£7.7 million.
Strengthening the Group’s commercial,
client onboarding and operations teams
was an important focus in the year, with
overall headcount of 84 at year end.
The Board is pleased with the commercial
progress made during 2023 and believes
4basebio is well placed to grow revenues
strongly in 2024. Nevertheless, 4basebio
will remain loss making during 2024
and the Group will utilise its loan facility
with 2Invest AG, a major shareholder
and former parent company, to fund its
activities.
Strategy
4basebio’s principal objective is to
become the leading provider of synthetic
DNA products and non-viral delivery
technology for the cell & gene therapy
and vaccines markets. The Board believes
the Group is well placed to do this, with
a combination of a uniquely flexible
synthetic DNA technology alongside its
nanoparticle platform, a key competitive
differentiator.
The flexibility in its DNA platform has
facilitated the development of application
specific products, which offer valuable
performance benefits over alternative
solutions. The overall objective is to
continue developing and commercialising
the most efficient and highest performant
DNA products for each application.
An excellent example of this is supply of
DNA for mRNA production; for this market,
4basebio manufactures and supplies the
requisite linearised open ended DNA, its
opDNA™, required for in vitro transcription,
the process of converting DNA into
mRNA. This compares highly favourably
with other products which require a
further step of linearisation (in the case of
plasmid DNA) or de-ending (in the case of
alternative synthetic DNA).
Alongside this, the Group has also
focussed on developing internal
application relevant expertise, enabling
the preparation and provision of data
packages for prospective clients
highlighting the benefits of 4basebio
products in their specific field of
application.
As a result, the Group has generated a
breadth of highly relevant commercial data
The Group continues to focus on
working with each customer along their
journey from research use through
high quality batches and eventual GMP
grade synthetic DNA. As the customer
progresses, so does the requirement
for both higher quality and quantity of
product. As customers advance through
their therapeutic development programs,
the Group expects significant revenues to
be generated from these projects.
Share Price
The share price opened the year at
710 pence and softened during the course
of the year to recover in November and
December, to close at 680 pence. Trading
volumes during the year represented
approximately 4% of shares in issue, with
a typical daily trading volume of 2,270
shares
At year end, approximately 70% of
the Company’s shares were closely
held between the Company’s largest
shareholders and Board directors. Whilst
the Board has limited visibility on holdings
below the reporting threshold of 3%,
given shares are typically held in nominee
accounts, the Board believes that a
significant portion of the remaining shares
is owned by long term shareholders.
People and Culture
As an innovative life sciences Group,
4basebio is science led, with over three-
quarters of its workforce holding scientific
degrees. This has facilitated the rapid
development of the Group’s technology
platforms, as well as commercial and
manufacturing teams.
The Group strives to maintain an open,
informal and supportive organisational
culture. With the growth in headcount,
maintaining the Group’s core values
becomes ever more important and
is a focus of staff at all levels of the
organisation.
The Board would like to thank all staff for
their commitment and dedication over the
past year which has been instrumental in
4basebio’s continued progress.
Tim McCarthy
Chairman
4 June 2024
4basebioAnnual Report & Financial Statements 2023 Strategic Report4. Business model
Value Drivers
The business is focussed on developing and exploiting its portfolio of
intellectual property by producing and commercialising application specific
products underpinned by its technology. While the Group’s primary aim is the
commercial exploitation of its technologies, the Board considers its intellectual
property to have significant value in its own right.
The Group expects over time to develop a substantial contract manufacturing
business, primarily supplying DNA for a range of customer applications within the
cell & gene therapy and vaccine markets. The Group further expects that revenues
will start to grow significantly as more of its clients progress towards GMP clinical
product and eventually GMP commercial product.
In-house development
The Group has consistently adopted an in-house
development approach, ensuring it has the expertise
to develop and improve its products and technologies
progressing into the manufacture and sale of those products.
This has been complemented with in-house application
validation and client onboarding teams which has provided
a deep understanding and confidence about 4basebio’s
product performance.
As a result, the Group has over time built up considerable
expertise across all aspects of its business from research and
development through to final manufacture and sale.
Technology Platforms
The Group continues to seek to exploit its complementary
technology platforms in synthetic DNA and non-viral vectors.
While research and development, commercialisation and
revenues from these technologies are progressing along
different timescales, many customers express an interest
in both payload and delivery solutions demonstrating the
commercial synergies of the platforms.
The revenue generation models of the two parts of the
business may diverge over time, with DNA revenue stemming
from a contract manufacturing business model, while non-viral
delivery is more likely to use a fee-for-service and licensing
model in due course.
55
4basebioAnnual Report & Financial Statements 2023 Strategic ReportStrategic Report5. Markets
4basebio operates in the cell & gene therapy and vaccines markets, supplying its synthetic DNA and delivery platform products
and technologies as key components of the eventual therapy or vaccine its customers are developing.
The Group has identified several market segments where it believes its products are highly relevant:
Market
Market Scale
4basebio Offering
AAV and Lentivirus manufacture for use in
gene therapies and vaccines
The viral vector manufacturing market size
is estimated to be worth USD $1.5 billion in
2023 and is projected to reach USD $5.5
billion by 2035, growing at CAGR of 11%
during the forecast period 2023-2035.1
hpDNA™, double stranded linear DNA,
covalently closed with single strand
hairpins at the 5’ and 3’ ends. This
product format is ideally suited for viral
and non-viral vector applications.
mRNA manufacture for use in gene
therapies and vaccines
Gene editing
DNA Vaccines
The mRNA Synthesis and Manufacturing
Services Market Size is valued at USD $49
billion in 2022 and is predicted to reach
USD 51.6 billion by 2031 at a 0.8% CAGR
during the forecast period for 2023-20312.
Overall market growth is expected to be
modest due to the decline in Covid vaccines
but with strong uptake in other areas.
The global gene editing market size is
estimated to reach around USD $29.93
billion by 2032, increasing from USD $6.94
billion in 2022.3
The global DNA vaccine industry generated
$433 million in 2021 and is expected to
grow at a CAGR of 6.18% during 2022-2028
to reach US$ ~654 million in 2028.4
Therapy and vaccine non-viral payload
delivery
The global cell and gene therapy market
size surpassed USD 15.5 billion in 2022 and
is estimated to be worth around USD 82
billion by 2032, growing at a healthy CAGR
of 18.3% between 2023 and 2032.5
opDNA™ is a partially opened, linear,
double stranded DNA product. A 3’
open end DNA template is ideally suited
for in vitro transcription processes for
the production of mRNA for use in
vaccines and therapeutics.
oeDNA™, or open ended DNA, is a
linear, double stranded DNA product
ideal for genome editing
hpDNA™, described above is highly
suitable for this application, along
with osDNA™, or open stabilized DNA,
a product incorporating nucleotide
modifications within the DNA backbone.
This feature not only provides resistance
to exonuclease degradation but enables
tuning of the immunostimulatory
properties of the construct, making
osDNA™ ideally suited for DNA vaccine
applications.
The Hermes™ proprietary delivery
platform for nucleic acid and protein
payloads appears to offer an enhanced
thermo-stable alternative to traditional
lipid based delivery systems presently
used. Like those lipid based systems,
the particles have low immunogenicity,
enabling repeat dosing strategies,
unlike viral vectors.
1 Roots Analysis, “Viral Vector Manufacturing Market”
2
Insightaceanalytic.com, “Global mRNA Synthesis and Manufacturing Services Market Research Report”
3 Precedence Research, “Gene editing market size by 2032”
4 Stratview Research, “DNA Vaccines Market Size…: 2022-2028”
5 Precedence Research, “Cell and Gene Therapy Market Size...By 2032”
6
4basebioAnnual Report & Financial Statements 2023 Strategic Report77
4basebioAnnual Report & Financial Statements 2023 Strategic ReportStrategic Report6. Strategic goals
As noted, 4basebio’s overall strategic objective is to become
a leading supplier of synthetic DNA and non-viral vectors
for the cell & gene therapy and vaccines markets and, at
the same time, secure wide adoption of these technologies
across these markets.
In the near term, the Group will continue to invest in the
development of its technology platforms, continuing to
demonstrate the flexibility and application specific benefits
of those technologies and strengthening its patent portfolio.
In addition, 4basebio will establish contract manufacturing
capabilities underpinned by the planned MHRA certification
of its clean rooms for GMP manufacture.
The near term objective is to grow revenues to reach
break-even and subsequent profitability; the timing of this
is dependent on revenue growth as well as discretionary
decisions around levels of research and development spend
which the Group will continue to make.
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4basebioAnnual Report & Financial Statements 2023 Strategic Report7. Key performance indicators
The Board monitors the progress towards the Group’s objectives through
the assessment and review of operational plans, achievement of internal
development milestones and results from activities undertaken with customers
and partners.
Key indicators for the business are as follows:
Loss for the year:
Description: The Group’s loss for the financial year measures
its overall financial performance during the period.
Performance: The Group expects to incur losses whilst
investment in the business outpaces revenues. In the near
term, the Group expects to reach break-even and profitability.
Revenues and Projects:
Description: The number of projects measures the long term
trend in overall customer acquisition and revenue growth.
Group revenues measure its progress in securing market and
commercial validation.
Intellectual Property:
Description: Patent applications offer an indication of the
progress in research and development activities of the Group
and the value inherent in its technology platforms.
Performance: The Group expects strong revenue growth
in 2024 compared to 2023. The expectation is to onboard
significantly more projects, whilst also producing more HQ
and GMP grade material than the previous year. Scheduling
of projects and consequent revenue recognition is however
dependent on customer planning, so the precise timing of
revenues remains difficult to predict.
Performance: The Group now maintains 21 patent families, with
further filings anticipated during 2024.
Cash flows:
Description: Given the funding requirements of the business to
ensure successful commercialisation, the availability of cash is
a key metric.
Performance: The Group closely monitors its cash position
to ensure that its activities are developing as expected and
that 4basebio continues to have available funding for the
foreseeable future.
Employees:
Description: The Group uses headcount as a measure of
investment in its activities and its underlying commercial
capabilities.
The Group budgets carefully and is mindful of the available
cash resources. The Group will continue to draw on the 2Invest
AG facility as part of its cash management plans in 2024.
Performance: The Group will continue to build out its
headcount during 2024, with headcount expansion expected
to slow from 2025 onwards.
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4basebioAnnual Report & Financial Statements 2023 Strategic ReportStrategic Report8. Principal risks and uncertainties
and risk management
8.1 Risk management framework
The management of risk is a key responsibility of the Board of Directors. The Board ensures that the key risks are
understood and appropriately managed in light of the Group’s strategy and objectives, and that an effective internal risk
management process, including internal controls, is in place to identify, assess, minimise and manage significant risks.
The Audit Committee oversees risk management on behalf of the Board and the Group’s risk management policy and
procedures to ensure they remain relevant. The key policy objectives include:
•
•
•
establishing the importance of risk management in the successful operation of the business;
ensuring that the risk tolerances of the Board are fully understood by senior executives;
understanding the business risks that the Group faces and ensuring that they are appropriately managed or
mitigated in line with the risk tolerances of the Board.
8.2 Principal risks
Risk description
Potential impact
Mitigation
Failure to protect intellectual property If the Group’s patents are successfully
challenged or the patent portfolio is
insufficient to protect the key commercial
benefits of its products, this may
significantly diminish the value of the
Group’s intellectual property and therefore
the valuation of the Group.
Commercialisation of technology is
slow or delayed
If the Group is slow in commercialising
its technology, the opportunity to grow
revenues or realise value may be restricted
by competitors or alternative technologies
which may emerge. This would diminish the
value of 4basebio.
The Group constantly monitors its
patents and potential challenges and
retains patent lawyers for the purpose
of maintaining existing patents and filing
new patents.
The Group also monitors the publication
of new patent applications which
may directly affect its own intellectual
property and has and will take action
where it considers those applications
conflict with 4basebio intellectual
property.
The Group constantly reviews its
programs with a view to ensuring
progress is as swift as possible. This
includes collaborations with key
partners.
The Group recognises the urgency in
commercialising its technology, which
has led to establishment of its client
onboarding, manufacturing and quality
assurance teams, alongside its business
development activity.
Access to funding to support strategic
objectives
The Group requires near term funding in
order to pursue its strategic objectives until
such time as the Group reaches break-even
or an alternative valuation event.
The Group monitors its cash position
very closely and will draw on the 2Invest
AG facility over the course of 2024 and
beyond.
10
4basebioAnnual Report & Financial Statements 2023 Strategic Report9. Chief Executive Officer’s
statement
9.1 Synthetic DNA platform
The demand for DNA continues to
grow, with compound annual growth
rate expected to exceed 20% for the
foreseeable future. The market for DNA
is expected to reach approximately
$15bn by 2034, presenting an enormous
opportunity for synthetic DNA to acquire
market share, given the benefits it
presents over the incumbent plasmid
DNA.
There is clear momentum building in
the adoption of synthetic DNA across
various applications. During 2023 and
early 2024, several announcements were
made across the synthetic DNA market
on the progression of the technology into
clinical programs. This included 4basebio
announcements relating to HelixNano
Technologies, Inc. and the supply of HQ
and GMP grade synthetic DNA into a tier
one pharma company’s vaccine program.
It is clear that a key consideration for
many customers is the speed of delivery,
with synthetic DNA able to be supplied
in a matter of weeks. Additionally, there
are application specific product and
performance benefits that 4basebio’s
synthetic DNA offers, emphasising the
significance of the platform flexibility.
The manufacture of mRNA via in vitro
transcription or IVT, for example, is also
an entirely synthetic process, so the
adoption of synthetic DNA in this market
is a natural progression. Meanwhile, for
AAV production, the use of 4basebio
synthetic DNA mitigates the risk of
reverse packaging of plasmid backbone
into viral vectors, a significant challenge
for this market.
4basebio is now very focussed on its
commercial development following the
construction of its clean rooms. The
Group is engaged with a multitude of
clients requiring GMP in the near term,
with the expectation that this level of
demand will continue to grow as the
Group secures its GMP certification and
continues to supply product into clinical
trials.
Alongside this, as in previous years,
4basebio sees significant future value
in continued innovation, both through
development of intellectual property
and bringing novel products to market.
The Group will continue to invest into
research and development alongside
its commercial activities, including client
onboarding, business development and
project management capabilities.
This approach has enabled the Group to
progress from the production of research
grade product at nanogram scale
(1 billionth of a gram) to clinical grade
product at multi-gram scale in a matter of
a few years. The Board expects this rate
of progress to continue with appropriate
investment in the Group’s capabilities.
The evolution of the Group since its
admission to AIM in February 2021 has
been profound and it is very satisfying
to reflect on the progress made to date.
The Board believes that 4basebio is now
on the cusp of strong commercial growth
and 2024 promises to be a very exciting
year.
9.2 Non-viral delivery platform
The Group continues to invest in the
development of the platform. The
enhanced particle stability is a potentially
highly significant commercial step for
Hermes™ and with the support of the Bill
& Melinda Gates Foundation, platform
development has been expedited.
Hermes™ is being considered by
customers as an alternative to
conventional lipid nanoparticles,
electroporation or viral vectors. The
Hermes™ platform remains early in its
development, but there are several very
promising avenues to pursue.
The near-term objectives include the
continued in vivo evaluation of particle
formulations for a range of applications
including vaccines, cancer therapy and
other types of gene therapy, as well as
completion of the initial Bill & Melinda
Gates Foundation project.
9.3 Outlook
The Group expects to strongly grow
its revenues in 2024, primarily through
the sale of synthetic DNA. While the
group has gained significantly improved
commercial visibility during the course
of 2023 and early 2024, a level of
uncertainty remains around the timing
of near-term revenue, in particular
those projects requiring High Quality
or GMP grades of material, given the
dependency on clients’ development
timelines.
Alongside the anticipated commercial
progression, 4basebio will continue to
invest in its technologies and commercial
development during 2024. By the
end of the year, the Group expects to
have in excess of 100 staff, which it
considers a strong foundation on which
to further expand its manufacturing and
commercial activities.
The Group expects to continue to incur
operating losses and cash outflows over
the coming year; the Board remains
confident these steps will provide strong
growth in overall shareholder and
stakeholder value.
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4basebioAnnual Report & Financial Statements 2023 Strategic ReportStrategic Report10. Financial Review
Introduction
10.1
The Group recorded a loss for the
year of £7.7 million (2022: £5.2 million),
consistent with its internal budgeting
and closed the year with £3.1 million
cash on hand, having utilised the
2Invest AG loan facility during the year.
10.2 Revenues
Revenues were £506k for the year
(2022: £268k), with a doubling of DNA
and Hermes™ sales against the previous
year; legacy revenue sales from Spain
represent less than £100k of overall
revenues in the year.
10.3 Cost of sales
Cost of sales for the year was £166k
(2022: £29k) and comprises primarily
labour, materials and overheads
associated with sales of synthetic DNA
and non-viral vectors, along with the
amortisation of previously capitalised
development costs associated with the
products sold from 4basebio S.L.U..
10.4 Sales and marketing
Sales and distribution expenditure
was £586k for the year (2022: £245k),
reflecting ongoing investment in the
Group’s business development and
project management teams.
10.5 Administration
Administration expenditure was
£3.3 million for the year (2022:
£2.7 million) reflecting headcount
increases during year as well as general
scaling of the business.
10.6 Operations
Operations expenditure was £1.4 million
for the year (2022: £928k), again
reflecting the additional investment
in headcount, property and overall
resources to support the Group’s
progression towards GMP manufacture.
10.7 Research and Development
Total expenditure for the year was
£3.6 million for the year (2022:
£2.1 million) in addition to capitalised
development costs of £0.6 million
(2022: £0.5 million) in relation to
platform development in Spain. The
growth in expenditure was across
all R&D functions including platform
development, client onboarding and
application validation teams.
10.8 Tax
The Group is loss making and no
deferred tax assets have been
recognised in respect of tax loss
carry forwards due to the inherent
uncertainty of recovery. Claims for
tax credits in the UK and Spain have
been recognised, totalling £0.7 million
(2022: £0.8 million), with the reduction
reflecting the new R&D tax credit
regime in the UK.
12
4basebioAnnual Report & Financial Statements 2023 Strategic Report10.11 Going Concern
As the Group continues to invest in its
activities and sustain cash outflows, the
Board has considered the adequacy of
available funds to meet the needs of
the business for at least 12 months from
the date of approval of the financial
statements. The Board of Directors is
satisfied that the Group has adequate
cash resources through a combination
of cash on hand and continued support
from 2Invest AG.
10.12 Financial Outlook
During the course of 2024, the Group
expects to significantly improve
revenues in comparison with 2023
primarily from synthetic DNA product
sales. Nevertheless the Group expects
to continue to incur operating losses for
the year and will draw on the 2Invest
AG facility during the period.
Heikki Lanckriet
Chief Executive Officer
4 June 2024
10.9 Balance Sheet
Total assets stood at £11.9 million
(2022: £11.7 million). Cash on hand was
£3.1 million, down from £4.4 million
in 2022. Total non-current assets
increased to £6.9 million from £5.8
million reflecting additions in property
and equipment and intangible assets.
Current assets were £5.0 million
(2022: £5.9 million), reflecting the cash
outflows during the year; this included
other assets of £1.5 million (2022:
£1.4 million) comprising primarily R&D
tax credits and short term deposits.
Total liabilities were £12.4 million (2022:
£4.6 million), reflecting the funding of
business operations during the year
through drawdowns under the 2Invest
AG loan facility. (The terms of this
facility are shown in note 22 to the
financial statements.)
10.10 Cashflow
Net change in cash was an outflow of
£1.2 million for the year (2022: outflow
of £5.4 million). Operating cash outflows
increased to £6.2 million in the year
(2022: £4.7 million), reflecting the
increase in the net loss for the year.
The Group’s investment in capital
expenditure reduced from the
previous year, despite refurbishment
of additional laboratories and offices
to accommodate the expanding
operations team. Cash outflows
were £0.9 million for the year (2022:
£1.2 million). Expenditure on capitalised
development costs and other intangible
assets was £0.6 million (2022:
£0.8 million).
Cash inflows from financing activities
was £6.4 million (2022: inflow of
£1.2 million), with the utilisation of the
2Invest AG loan facility during the year.
Closing cash stood at £3.1 million (2022:
£4.4 million).
1313
4basebioAnnual Report & Financial Statements 2023 Strategic ReportStrategic Report11. Section 172 statement
The Group employed between 61 and
84 staff during 2023. The executive
directors interact daily with employees.
Management has implemented
employee policies and procedures
which are appropriate for the size of the
Group.
As a relatively small organisation the
Group’s impact on the community
and the environment is modest but
the Board endeavours to ensure that
the business acts ethically and in an
environmentally conscious manner.
The strategic report was approved on
4 June 2024 by order of the Board.
Heikki Lanckriet
Chief Executive Officer
4 June 2024
Under s172 of the Companies Act
2006 the Directors have a duty to
act in good faith in a way that is
most likely to promote the success
of the Company for the benefit of its
members as a whole, having regard to
the likely consequences of decisions
for the long term, the interests of the
Company’s employees, the need
to foster relationships with other
key stakeholders, the impact on the
community and the environment,
maintaining a reputation for high
standards of business conduct, and the
need to act fairly as between members
of the Company.
Key decisions made by the Board
during 2023 related primarily to
Company’s operating activities and
allocation of expenditure across
operations, research and development
and commercial activity, in particular
increases in headcount across those
functions. The Board considers these
decisions to be in the best long-term
interests of shareholders.
Approximately 70% of the Company’s
shares are held by five investors, which
include the CEO, CFO and one non-
executive director, Joe Fernandez. The
executive directors and other members
of the Board communicate from time
to time with other shareholders and
have a good understanding of their
interests. The executive directors meet
regularly with other shareholders, both
institutional and private, to explain
and discuss the Group’s strategy and
objectives and to understand the
interests of smaller shareholders in the
Company. The Board recognises its
responsibility to act fairly between all
shareholders of the Company.
14
4basebioAnnual Report & Financial Statements 2023 Strategic ReportCorporate Governance
Corporate Governance
The Board of directors recognises the importance of sound
corporate governance. As an AIM-quoted company, the Board
has concluded that the Quoted Companies Alliance Corporate
Governance Code (“the QCA Code”) is an appropriate code for
the Company.
cognisant of the key role it plays in setting the tone and culture
of the entire group.
The Board comprises 6 directors, 2 of which are executive and
4 are non-executive.
The Board, through its adoption of the QCA Code, believes
in the value of putting the necessary systems and processes
in place to support the medium to long-term delivery of the
Company’s strategic objectives. The Board is aware of the
importance of communicating these strategic objectives to
stakeholders and in reporting performance in a manner that
encourages constructive dialogue to support the production
of sustainable value in the long term. The Board recognises its
role in setting the strategic direction of the business as well as
in managing the organisation’s risk profile. Further, the Board is
The Board has considered each of the 10 principles contained
within the QCA Code and implemented the actions appropriate
to a Company of 4basebio’s size and complexity. This
information included on the Company website at
https://www.4basebio.com/investors/corporate-governance/.
In addition, the Company has implemented a code of conduct
for dealing in the shares of the company by directors and
employees and has established sub-committees as would be
expected of an AIM company.
1. Board of Directors
HEIKKI LANCKRIET – Chief Executive Officer
Tenure
December 2020 – current
Skills and experience
Heikki holds a PhD in Biochemical Engineering
from the University of Cambridge . He has over
20 years commercial & scientific experience in
life sciences and has a track record of developing
high growth technology businesses. Heikki has
published scientific papers and is named inventor
on a multitude of patents. Heikki is a director
of i2i Limited and holds non-executive director
positions at Biofrontera AG, Biofrontera Inc.,
Neophore Limited and Kither Biotech s.r.l..
DAVID ROTH – Chief Financial Officer
Tenure
December 2020 – current
Skills and experience
David is a chartered accountant with a
background in both private equity and listed
companies, where he has held senior positions
over the past 20 years. He has been focussed on
growth companies, with experience in operational
execution. David holds a BA from the University
of Hertfordshire. David holds a non-executive
director positions at Heqet Therapeutics s.r.l. and
Neomatrix s.r.l..
TIM MCCARTHY – Non-Executive Chairman
Tenure
December 2020 – 2024 AGM
Skills and experience
Tim has over 40 years’ international senior level
business experience in the healthcare, biotech
and technology sectors. He is also the Chairman
of Incanthera plc and CEO of ImmuPharma plc
and a former CEO and Finance Director of public
and private companies, including Alizyme plc
and Peptide Therapeutics Group plc. He has
also co-founded a number of healthcare and
biotechnology companies. Tim is a Fellow of the
Association of Chartered Certified Accountants
and also holds an MBA from Cranfield School of
Management.
Committee membership
Chair of the Audit Committee
Remuneration Committee
15
4basebioAnnual Report & Financial Statements 2023GovernanceGovernanceheading 1heading 2(continued)
(continued)
Corporate Governance
(continued)
PILAR DE LA HEURTA – Non-Executive Director
Tenure
December 2020 – 2024 AGM
Skills and experience
Pilar de la Huerta has over 25 years’ experience
in the pharma and biotech industries and has
held a number of CEO positions over that time.
Pilar currently holds a number of board positions
including Biofrontera AG, Biofrontera Pharma and
Bioscience, Sarcorem S.L., and Epidisease S.L..
Pilar holds a Masters Degree in Business and
Administration by the Universidad Complutense
de Madrid.
JOE FERNÁNDEZ – Non-Executive Director
Tenure
December 2020 – 2024 AGM
Skills and experience
Joseph Fernández is the founder of Active Motif
which specialises in novel tools and platform
technologies for genomics-driven cell biology
and epigenetic pathway elucidation. Before
starting Active Motif, Joseph was a co-founder of
Committee memberships
Chair of the Remuneration Committee
Audit Committee
Invitrogen (now part of Thermo Fisher Scientific).
Joseph holds a number of Board positions
including Active Motif where he is chairman and
Protein Fluidics Inc.
Committee memberships
Audit Committee
Remuneration Committee
HANSJÖRG PLAGGEMARS – Non-Executive Director
Tenure
December 2020 – 2024 AGM
Skills and experience
Hansjörg Plaggemars is an experienced company
director with over 25 years of experience in
corporate finance, corporate strategy, and
governance and holds a number of board
positions including Epigenomics AG, 2invest AG
and Delphi Unternehmensberatung AG.
Committee memberships
Audit Committee
Remuneration Committee
16
4basebioAnnual Report & Financial Statements 2023Governanceheading 1heading 2(continued)2. Corporate Governance Report
2. Corporate Governance Report
(continued)
2.1. Leadership
2.3. Remuneration
The role of the Board and its Remuneration Committee in
establishing a policy on Executive remuneration and an
explanation of the level and components of remuneration are
provided in the Directors’ remuneration report on pages 19
and 20.
2.4. Engagement with shareholders
The Company endeavours to communicate with stakeholders
through a number of channels. Senior management and, if
required, the Non-Executive Directors meet major shareholders
on a regular basis. Management also frequently holds
one-to-one meetings with institutional investors, including
non-shareholders. In addition, management prepares
presentations and recordings from time to time. Links to the
Company’s presentations and recordings are published on the
Company’s website. Further, Cavendish, the Group’s broker,
also provides research coverage with research notes widely
available to shareholders and potential investors.
2.4.1. General meetings
Details of the Annual General Meeting, which allows
shareholders the opportunity to raise questions with the
Company’s Directors, are provided in the Directors’ report on
page 22. Separate resolutions are proposed at the Annual
General Meeting for each substantially separate issue and a
resolution is proposed for approval of the annual report. Proxy
voting is available for general meetings of the Company.
Tim McCarthy
Chairman
4 June 2024
2.1.1. The role of the Board
The Board is responsible for leading and controlling
the activities of the Group, with overall authority for the
management and conduct of the Group’s business, together
with its strategy and development. The Board is also
responsible for ensuring the maintenance of a sound system
of internal control and risk management (including financial,
operational and compliance controls), reviewing the overall
effectiveness of controls and systems in place, the approval
of the budget and the approval of any changes to the capital,
corporate and/or management structure of the Group.
In 2023 the Board held three formal Board meetings with
additional ad hoc meetings as required. A full briefing pack is
circulated to the Board for review prior to each meeting. The
Board delegates authority as appropriate to its committees and
members of the Group’s management team.
AIM-quoted companies are required to apply a recognised
corporate governance code. The Company has adopted the
Quoted Companies Alliance Corporate Governance Code
(the “QCA Code”).
2.2. Accountability
2.2.1. Composition of the Audit Committee
The Audit Committee is comprised of Tim McCarthy, Pilar de
la Huerta, Hansjörg Plaggemars and Joe Fernandez. Both
Tim McCarthy and Pilar de la Huerta are considered to be
independent Non-Executive Directors. Hansjörg Plaggemars
is the CEO of 2Invest AG, a significant shareholder in 4basebio
PLC and hence is not considered independent. Joe Fernandez
is a significant shareholder in 4basebio PLC and hence is
not considered independent. Tim McCarthy is Chair of the
Committee and is considered to have recent relevant financial
experience being a qualified accountant and having previously
held the role of CFO in both private and listed companies. The
Committee has written terms of reference, which are available
for inspection on request to the Company Secretary. The
activities of the Audit Committee, including those in relation to
the Group’s external auditor, are described in the audit and risk
report on page 18.
2.2.2. Risk management and internal control
The Board has overall responsibility for the adequacy of the
Group’s internal control arrangements and consideration of its
exposure to risk. It approves and adopts the annual update to
the Group’s risk management plan, following recommendations
made by the Audit Committee. The Directors have assessed the
principal risks facing the Company and actions taken to mitigate
them on page 10 of the annual report.
17
4basebioAnnual Report & Financial Statements 2023GovernanceGovernanceheading 1heading 2(continued)3. Audit and Risk Report
3. Audit and Risk Report
3.1. The Audit Committee
The Audit Committee’s responsibilities include:
•
Oversight of the risk management framework and
regular risk reviews.
• Monitoring of the financial integrity of the financial
statements of the Group and the involvement of the
Group’s auditor in that process.
•
•
Reviewing the effectiveness of the Group’s internal
controls and risk management systems and overseeing
the process for managing risks across the Group,
including review of the Group’s corporate risk profile; and
Oversight of the Group’s compliance with legal
requirements and accounting standards and ensuring
that an effective system of internal financial control is
maintained.
The Audit Committee met twice during the year with all
members in attendance.
The Audit Committee also reviewed and approved
for publication the Annual Report for the year ended
31 December 2022 and the Interim Report for the half year
ended 30 June 2023.
3.3. External audit
The Group’s external auditor, Crowe LLP, is engaged to provide
its independent opinion on the Group’s financial statements.
The Senior Statutory Auditor for 2023 was Mr Stephen Bullock.
The Audit Committee approves any non-audit services provided
by the external auditor, with consideration to the threats posed
to independence and safeguards in place.
3.4. Internal audit
The Committee is of the opinion that an internal audit function
is not currently appropriate for the Group given its stage of
development. The Committee will continue to review the
appropriateness of these arrangements.
3.2. Activities of the Audit Committee
In December 2023, the Committee reviewed the latest risk
register which had been prepared by management and
circulated to the full Board.
Tim McCarthy
Audit Committee Chair
4 June 2024
18
4basebioAnnual Report & Financial Statements 2023 Governanceheading 1
4. Directors’ Remuneration Report
4. Directors’ Remuneration Report
I am pleased to present the Directors’ remuneration report
for the year ended 31 December 2023. The Remuneration
Committee recognises the importance of shareholder
engagement in relation to Executive remuneration. Accordingly,
the Committee has prepared this report as a matter of best
practice and has taken account of those regulations in doing so.
•
Reviewing and determining the remuneration packages
of the Executive Directors;
• Monitoring the level and structure of remuneration of
senior management, including share options and bonus
awards; and
•
Production of the Directors’ remuneration report
4.1. Remuneration Committee membership
and activities
The members of the Remuneration Committee are Pilar de
la Huerta, Joe Fernandez, Hansjörg Plaggemars and Tim
McCarthy. Pilar de la Huerta is the Committee Chair. The
Committee is responsible for:
• Maintaining the remuneration policy;
Key principle
To promote the long-term success of the Company.
To provide appropriate alignment with investors’ expectations in
relation to the Company’s strategy and outcomes.
4.3. Executive remuneration in 2023
Executive Director remuneration was approved by the
Remuneration Committee. The base salary and a performance
related bonus of up 60% of basic salary for the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO) remained
unchanged from 2022.
On 25 January 2021, Heikki Lanckriet was awarded 238,000
share options at market price; David Roth was awarded 179,000
share options at market price. As reported at the time, on
1 February 2024, Heikki Lanckriet exercised his rights over
211,863 share options. On the same date, David Roth exercised
his rights over 179,000 share options.
The Remuneration Committee met twice during the year with all
members in attendance.
4.2. Key remuneration principles
The Group’s remuneration arrangements for Executive
Directors are based on the key principles set out below. The
group has articulated how those principles are addressed within
the remuneration policy.
How this reflects in the policy
The Executive Directors’ remuneration opportunity is a balance
of fixed and performance based which is earned only subject to
the satisfaction of performance conditions.
Performance conditions for the annual bonus and any share
option schemes are set such as to align with shareholders’
interests.
On the same date, the Remuneration Committee resolved
that the long-term incentivisation for senior management
in the event of a future sale of the Company will comprise a
cash bonus calculated as to a percentage of any future sale
price achieved for the Company that exceeds £85 million. The
quantum that would be awarded to Heikki Lanckriet and David
Roth in the event of a sale of the Company is 0.52 per cent.
and 0.44 per cent. of the sale price in excess of £85 million,
respectively.
The tables below details total remuneration earned by each
Director in respect of the year:
[£’000]
Name
Executive
Heikki Lanckriet
David Roth
Salary or
fees
314.6
233.3
547.9
2023
Bonus
116.6
84.0
200.6
Benefits
in kind
10.0
0.6
10.6
Total
441.2
317.9
759.1
Salary or
fees
300.0
216.0
516.0
2022
Benefits
in kind
0.4
0.2
0.6
Bonus
148.5
106.9
255.4
Total
448.9
323.1
772.0
19
4basebioAnnual Report & Financial Statements 2023GovernanceGovernanceheading 2(continued)
Directors’ Remuneration Report
(continued)
Directors’ Remuneration Report
(continued)
4.4. Non-Executive remuneration 2023
The remuneration policy for the Chairman and Non-Executive
Directors is to pay fees necessary to attract and retain
individuals of the calibre required, taking into account the
size and complexity of the business and the market in which it
operates. The fees of the Non-Executive Directors are agreed
by the Chairman and the CEO and the fees of the Chairman
are determined by the Board as a whole. Fees are paid as a
base fee as a member of the Board, together with additional
fees for chairmanship of a Board Committee. All Non-Executive
Directors may be reimbursed for expenses reasonably incurred
in the performance of their duties. Neither the Chairman nor
the Non-Executive Directors are eligible to participate in the
Group’s incentive arrangements.
The tables below detail total remuneration earned by each
Director in respect of the year:
[£’000]
Name
Tim McCarthy
Pilar de la Huerta
Joe Fernandez
Hansjörg Plaggemars
2023
2022
Salary or
fees
40.0
30.0
20.0
20.0
110.0
Other
–
10.0
–
–
10.0
Total
40.0
40.0
20.0
20.0
120.0
Salary or
fees
40.0
30.0
20.0
20.0
110.0
Other
–
10.0
–
–
10.0
Total
40.0
40.0
20.0
20.0
120.00
Pilar de la Huerta provides support and advice from time to
time in Spain to 4basebio S.L.U. in relation to domestic matters
which benefit from application of Spanish language as well as
knowledge of legal processes. Fees in respect of this advice
were £10k during the year.
4.5. Directors’ service contracts
Details of the service contracts of Directors in office at the date
of approval of this report are set out below. At the 2021 Annual
General Meeting, all Directors were subject to reappointment
by voting shareholders. A third of Directors are then subject to
reappoint at each Annual General Meeting.
Name
Heikki Lanckriet
David Roth
Tim McCarthy
Pilar de la Huerta
Joe Fernandez
Position
CEO, CSO
CFO
Non-executive director (Chairman
and Chair of Audit Committee)
Non-executive director (Chair of
Remuneration Committee)
Non-executive director
Notice Period
One year
One year
Three months
Three months
Three months
Hansjörg Plaggemars
Non-executive director
Three months
Term of appointment
Open
Open
Three years from 22 December 2020
until the following AGM
Three years from 22 December 2020
until the following AGM
Three years from 22 December 2020
until the following AGM
Three years from 22 December 2020
until the following AGM
Non-executive directors were appointed on three year
contracts, as noted above, which expire no later than the
Annual General Meeting due to be held on 28 June 2024. It
is the intention to renew the service agreements for a further
three years to coincide with the Annual General Meeting.
Pilar de la Huerta
Remuneration Committee Chair
4 June 2024
20
4basebioAnnual Report & Financial Statements 2023Governance(continued)5. Directors’ Report
5. Directors’ Report
The Directors present their annual report on the affairs of the Group, together with the financial statements and auditor’s report, for
the year ended 31 December 2023.
5.1. Principal activities
5.7. Re-election of Directors
4basebio is engaged in the development, manufacture and
sale of synthetic DNA and RNA products and non-viral vector
solutions.
The Articles of the Company provide for one third of the
Directors to stand for re-election at the Annual General Meeting
to be held on 28 June 2024.
5.2. Strategic report
5.8. Directors’ indemnities
The strategic report is set out on pages 1 to 14. The Directors
consider that the Annual Report and Financial Statements,
taken as a whole, are fair, balanced and understandable.
The Group has made qualifying third-party indemnity provisions
for the benefit of its Directors, which remain in force at the date
of this report.
5.3. Future development
5.9. Post balance sheet events
Disclosures relating to future developments are included in the
Chief Executive Officer’s statement and financial review.
These are described in note 30 to the financial statements.
5.4. Capital structure
Details of the Company’s share capital including shares
issued during the year are provided in note 21 of the financial
statements. The Company has one class of Ordinary Shares
listed on the AIM market of London Stock Exchange with a
nominal value of €1.00. Each Ordinary Share carries the right
to one vote at general meetings of the Company and carries no
right to fixed income.
5.5. Results and dividend
The consolidated statement of profit and loss and other
comprehensive income is set out on page 27. The Group’s loss
after taxation for the year was £7.7 million. The Directors are
unable to recommend the payment of a dividend in respect of
the year ended 31 December 2023.
5.6. Directors
The Directors of the Company during the year and up to the
date of approval of the annual report were as follows:
•
•
•
•
•
•
Heikki Lanckriet
David Roth
Tim McCarthy
Pilar de la Huerta
Joe Fernandez
Hansjörg Plaggemars
David Roth undertakes the role of Company Secretary.
Directors’ remuneration is shown in the Directors’ Remuneration
Report in the previous section 4.
5.10. Research and development
The Group undertakes significant research and development
activities relating to the development, validation and scaling
of its technologies. Details of the expenditure charge to
the consolidated statement of profit and loss, expenditure
capitalised during the year and the accounting policy for
capitalising development expenditure are provided in the
financial statements.
5.11. Political donations
The Group made no political donations during the course of the
current and prior year.
5.12. Financial instruments
The Company’s financial risk management objectives and
policies and disclosures regarding its exposure to foreign
currency risk, credit risk and liquidity risk are provided in
Note 26 to the financial statements.
5.13. Corporate governance report
The Company’s corporate governance report can be found on
page 17 of the annual report. The corporate governance report
forms part of this Directors’ report and is incorporated into it by
cross-reference.
21
4basebioAnnual Report & Financial Statements 2023GovernanceGovernanceheading 1(continued)
Directors’ Report
(continued)
Directors’ Report
(continued)
5.14. Major interests
5.17. Annual General Meeting
As at the date of this report, the Company had been notified of
the following shareholders with major interests in the shares of
4basebio PLC:
The Annual General Meeting of the Company will be held at
09:00pm on Friday 28 June 2024 at 25 Norman Way, Over,
CB24 5QE. By order of the Board
Heikki Lanckriet
Chief Executive Officer
4 June 2024
•
•
•
•
Deutsche Balaton Group, 51.65%
Heikki Lanckriet (CEO), 11.08
David Roth (CFO), 3.57%
Joe Fernandez (Non-executive director), 3.50%
The Deutsche Balaton Group shareholding is held through
2Invest AG, Sparta AG, Latonba AG, Deutsche Balaton AG and
Delphi Unternehmensberatung AG.
5.15. Power to allot shares
Each year at the AGM, the Directors seek authority to allot
shares for the following year. The Annual General Meetings of
14 June 2023 conferred authority to the board of directors to
issue additional 8,623,629 and 8,211,648 ordinary shares of €1
each respectively, with such authority to expire on the earlier
date of the next Annual General Meeting or 15 months following
the previous Annual General Meeting.
3,695,841 of those shares were generally and unconditionally
authorised pursuant to section 551 of the Companies Act
2006; a further 4,927,788 of those shares were generally and
unconditionally authorised pursuant to section 560 of the
Companies Act 2006. As part of such authorities totalling
8,623,629 shares up to 1,231,947 shares were also authorised
to be issued pursuant to section 570 of the Companies Act
2006 for cash consideration and 1,231,947 shares were
also authorised to be issued pursuant to section 570 of the
Companies Act 2006 as part of an acquisition. The authorities
expire at the conclusion of the next AGM. At the forthcoming
AGM, authorities will be sought from shareholders similar to
those sought at the 2023 AGM.
5.16. Auditor
Each person who is a Director at the date of approval of this
annual report confirms that:
•
•
So far as the Director is aware, there is no relevant audit
information of which the Group’s auditor is unaware; and
The Director has taken all reasonable steps as a Director
in order to make him or herself aware of any relevant
audit information and to establish that the Group’s
auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the Companies
Act 2006. Crowe UK LLP have expressed their willingness to
continue as auditor and a resolution to reappoint them will be
proposed at the forthcoming Annual General Meeting.
22
4basebioAnnual Report & Financial Statements 2023Governance(continued) 6. Statement of Directors’
Responsibilities
in respect of the annual report
and the financial statements
6. Statement of Directors’ Responsibilities
in respect of the annual report and the
financial statements
The Directors are responsible for preparing the annual report
and the Group and parent company financial statements in
accordance with applicable law and regulations. Company law
requires the Directors to prepare Group and parent company
financial statements for each financial year.
Under the AIM Rules of the London Stock Exchange they
are required to prepare the Group financial statements in
accordance with International Financial Reporting Standards as
adopted by the United Kingdom (IFRSs as adopted by the UK)
and applicable law and they have elected to prepare the parent
company financial statements on the same basis.
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 Group and parent
company and of their profit or loss for that period.
In preparing the parent company 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;
•
state whether applicable UK Accounting Standards
have been followed, subject to any material departures
disclosed and explained in the financial statements; and
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
In preparing the Group financial and parent company financial
statements, International Accounting Standard 1 requires that
Directors:
•
•
•
properly select and apply accounting policies;
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the entity’s financial
position and financial performance; and
• make an assessment of the Company’s ability to
continue as a going concern.
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. The Directors are responsible for the maintenance
and integrity of the corporate and financial information included
on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Each of the serving Directors, whose names and functions are
set out on pages 15 and 16, confirm that, to the best of their
knowledge:
•
•
•
the Financial Statements, prepared in accordance with
the relevant financial reporting framework, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole;
the Strategic report includes a fair review of the
development and performance of the business and the
position of the Company and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face; and
the Annual Report and Financial Statements, taken as
a whole, are fair, balanced and understandable and
provide the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy.
By order of the Board
David Roth
Company Secretary
4 June 2024
23
4basebioAnnual Report & Financial Statements 2023GovernanceGovernanceheading 1heading 2(continued)Independent Auditor’s Report
to the Members of 4basebio Plc
Independent Auditor’s Report
to the Members of 4basebio Plc
The requirement for additional shareholder support indicates
the existence of a material uncertainty which may cast significant
doubt about the Group and Company’s ability to continue as
a going concern. The financial statements do not reflect any
adjustments that would be necessary should the going concern
basis not be appropriate.
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. Our
evaluation of the directors’ assessment of the ability of the group
and the parent company continue to adopt the going concern
basis of accounting included the following procedures:
•
•
•
•
•
•
obtaining management’s assessment of going concern
and the underlying financial projections which support that
assessment
testing to ensure the mathematical accuracy of the model
presented;
reviewing the assumptions used about future cash flows
and timings;
confirming the existence of cash balance which will be
relied on;
reviewing the appropriateness of the disclosures in the
financial statements.
obtaining confirmation from 2Invest AG of its willingness to
provide appropriate support arrangements for a period of
at least 12 months from the date of approval of the financial
statements.
The going concern assessment period used by the Directors was
at least 12 months from the date of the approval of the financial
statements. We assessed the appropriateness of the approach,
assumptions and arithmetic accuracy of the model used by
management when performing their going concern assessment.
We evaluated the Directors’ assessment of the group’s
ability to continue as a going concern, including challenging
the underlying data and key assumptions used to make the
assessment.
Further details of the Directors’ assessment of going concern is
provided in Note 2.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections
of this report.
Opinion
We have audited the financial statements of 4basebio Plc
(the “parent company”) and its subsidiaries (the “group”) for
the period ended 31 December 2023 which comprise the
Consolidated statement of profit or loss and other comprehensive
income, the Consolidated and Company statements of financial
position, the Consolidated and Company statements of changes
in equity, the Consolidated statement of cash flows and notes
to the financial statements, including a summary of significant
accounting policies. The financial reporting framework that has
been applied in the preparation of the group financial statements
is applicable law and UK adopted International Accounting
Standards (‘UK IFRS’). The financial reporting framework that has
been applied in the preparation of the parent company financial
statements is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard 101 Reduced
Disclosures Framework (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the
state of the group’s and of the parent company’s affairs as
at 31 December 2023 and of the group’s loss for the period
then ended;
the group financial statements have been properly prepared
in accordance with UK IFRS;
the parent company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of
the group in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
In forming our opinion on the financial statements, which is not
modified, we have considered the adequacy of the disclosures
made in note 2.2 to the financial statements concerning the
Group and Company’s ability to continue as a going concern.
The Directors believe that the current levels of cash, amounts
available for drawdown under the existing loan facility provided
by 2Invest AG, a shareholder in the Company, and continuing
support from 2Invest AG provide the Company and the Group
with sufficient cash to meet their obligations as they fall due for at
least twelve months following the date of this auditor’s report.
24
4basebioAnnual Report & Financial Statements 2023 Governanceheading 1heading 2(continued)to the Members of 4basebio Plc
(continued)
Independent Auditor’s Report
to the Members of 4basebio Plc (continued)
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
•
•
•
£450,000 (2022: £380,000) is the group level of materiality
determined for the financial statements as a whole, this has
been determined based on approximately 7% of average
loss before tax for FY22 and FY23. The objective of the
group is to generate profit/loss, we determined that an
profit based metric was the most appropriate to use for
determining materiality.
£315,000 (2022: £304,000) is the group level of
performance materiality. Performance materiality is used
to determine the extent of our testing for the audit of the
financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements
made as to the entity risk and our evaluation of the specific
risk of each audit area having regard to the internal control
environment. Where considered appropriate performance
materiality may be reduced to a lower level, such as, for
related party transactions and directors’ remuneration.
£22,500 (2022: £19,000) is the group level of triviality
agreed with the Audit Committee. Errors above this
threshold are reported to the Audit Committee, errors
below this threshold would also be reported to the Audit
Committee if, in our opinion as auditor, disclosure was
required on qualitative grounds.
The parent company materiality was assessed as £250,000
(2022: £250,000) based on approximately 3% of net assets.
As the parent company does not trade in its own right we
determined that an asset based metric was the most appropriate
to use for determining materiality. Parent company performance
materiality was £200,000 (2022: £200,000) and triviality was
£12,500 (2022: £19,000).
Overview of the scope of our audit
There are three significant components in the group in addition
to the parent company, 4basebio S.L.U., 4basebio UK Limited and
4basebio Discovery Limited. We audited the parent company,
4basebio UK Limited & 4basebio Discovery Limited and our audit
was conducted from the UK. Audit work on the significant non-UK
component, 4basebio S.L.U., was carried out by a member of the
Crowe Global international network as component auditor.
We engaged with the component auditor at all stages during
the audit process and directed the audit work on the non-UK
subsidiary undertaking. We directed the component auditors
regarding the audit approach at the planning stage, issued
instructions that detailed the significant risks to be addressed
through the audit procedures and indicated the information we
required to be reported.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters.
We identified going concern as the only key audit matter. This
is dealt with in ‘Material uncertainty relating to going concern’
above.
Our audit procedures in relation to these matters were designed
in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters
individually and we express no such opinion.
Other information
The directors are responsible for the other information. The other
information comprises the information included in the annual
report, other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there
is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinion on other matter 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.
25
4basebioAnnual Report & Financial Statements 2023GovernanceGovernanceheading 1heading 2(continued)to the Members of 4basebio Plc
(continued)
Independent Auditor’s Report
to the Members of 4basebio Plc (continued)
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the group
and the parent company and their environment obtained
in the course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
•
•
•
•
adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
the parent company financial statements are not in
agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by
law are not made; or
we have not received all the information and explanations
we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 23, the directors are responsible for
the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group’s and the parent company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate
the group or the parent company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these financial statements.
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:
26
We obtained an understanding of the legal and regulatory
frameworks within which the Group 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 relevant company law and taxation legislation
in the UK and Spain. Technical, clinical or regulatory laws and
regulations which are inherent risks in the development of
clinical products are mitigated and managed by the Board and
management generally, in conjunction with expert regulatory
consultants in order to monitor the latest regulations and planned
changes to the regulatory environment.
We identified the greatest risk of material impact on the financial
statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to
these 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.
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 for the audit of
the financial statements is located on the Financial Reporting
Council’s website at: 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 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 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 company and the
company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Stephen Bullock
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
4 June 2024
4basebioAnnual Report & Financial Statements 2023Governanceheading 1heading 2(continued)Consolidated statement of profit or
for the year ended 31 December
loss and other
2023
Consolidated statement of profit or loss
and other comprehensive income
for the year ended 31 December 2023
[in £‘000]
Revenues
Cost of goods sold
Gross profit
Sales and marketing expenses
Administration expenses
Operation expenses
Research and non-capitalised development expenses
Other operating expenses
Other operating income
Loss from operations
Finance expense
Financial result
Loss before tax
Income tax income / (expense)
Loss for the year
Loss per share
– Basic and diluted (in £/share)
Items that may be reclassified to the income statement in subsequent periods
Exchange differences on translation of foreign operations
Total comprehensive income
All of the loss for the year is from continuing operations.
Note
5
6
6
6
6
8
9
10
2023
506
(166)
340
(586)
(3,250)
(1,417)
(3,560)
(85)
506
(8,052)
(302)
(302)
2022
268
(29)
239
(245)
(2,711)
(928)
(2,081)
(181)
67
(5,840)
(89)
(89)
(8,354)
(5,929)
11
689
779
(7,665)
(5,150)
12
(0.62)
(0.42)
(172)
447
(7,837)
(4,703)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes.
27
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Consolidated statement of financial
31 December 2023
position
Consolidated statement of financial position
31 December 2023
[in £’000]
Assets
Intangible assets
Property, plant and equipment
Other non-current assets
Non-current assets
Inventories
Trade receivables
Other current assets
Cash and cash equivalents
Current assets
Total assets
Liabilities
Financial liabilities
Trade payables
Other current liabilities
Current liabilities
Financial liabilities
Other liabilities
Non-current liabilities
Total liabilities
Net (liabilities)/assets
Share capital
Share premium
Merger reserve
Capital reserve
Foreign exchange reserve
Profit and loss reserve
Total Equity
Note
2023
2022
13
15
19
17
18
19
20
22
23
22
23
21
21
21
21
21
21
2,669
4,197
34
6,900
332
107
1,514
3,069
5,022
11,922
(392)
(694)
(1,191)
(2,277)
(10,065)
(72)
(10,137)
(12,414)
(492)
11,132
706
688
13,530
(158)
(26,390)
(492)
2,124
3,633
35
5,792
133
54
1,359
4,351
5,897
11,689
(415)
(490)
(613)
(1,518)
(2,935)
(116)
(3,051)
(4,569)
7,120
11,130
706
688
13,307
14
(18,725)
7,120
The above statement of financial position should be read in conjunction with the accompanying notes.
The Financial Statements were approved by the Board of Directors on 4 June 2024 and were signed by Heikki Lanckriet and
David Roth.
28
4basebioAnnual Report & Financial Statements 2023Financial Statements
Company statement of financial
31 December 2023
position
Company statement of financial position
31 December 2023
[in £’000]
Assets
Investments
Amounts due from subsidiary undertaking
Non-current assets
Other current assets
Cash and cash equivalents
Current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Share capital
Share premium
Capital reserve
Profit and loss reserve
Total Equity
Note
14
21
21
21
2023
2022
7,817
9,057
16,874
43
1,123
1,166
18,040
(437)
(8,896)
(9,333)
8,707
11,132
706
431
(3,562)
8,707
7,817
2,121
9,938
60
2,021
2,081
12,019
(475)
(1,772)
(2,247)
9,772
11,130
706
208
(2,272)
9,772
The loss for the year to 31 December 2023 for the Company was £1.3 million (result for the year to 31 December 2022: loss of
£1.1 million). The above statement of financial position should be read in conjunction with the accompanying notes.
The Financial Statements of 4basebio PLC (company number 13519889) were approved by the Board of Directors on 4 June 2024
and were signed by Heikki Lanckriet and David Roth.
29
4basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Consolidated statement of changes
for the year ended 31 December
in equity
2023
Consolidated statement of changes in equity
for the year ended 31 December 2023
[in £‘000]
Balance at 1 January 2023
Loss for the year
Shares issued in period
Foreign Exchange difference arising on translation of
4basebio S.L.U.
Share based payments
Share
capital
11,130
–
2
Share
premium
706
–
–
Merger
reserve
688
–
–
Capital
reserve
13,307
–
–
Foreign
exchange
reserve
14
–
–
Profit and
loss reserve
(18,725)
(7,665)
–
Total
equity
7,120
(7,665)
2
–
–
–
–
–
–
–
223
(172)
–
–
–
(172)
223
Balance at 31 December 2023
11,132
706
688
13,530
(158)
(26,390)
(492)
[in £‘000]
Balance at 1 January 2022
Loss for the year
Foreign Exchange difference arising on translation of
4basebio S.L.U.
Share based payments
Share
capital
11,130
–
Share
premium
706
–
Merger
reserve
688
–
Capital
reserve
13,179
–
Foreign
exchange
reserve
(433)
–
Profit and
loss reserve
(13,575)
(5,150)
Total
equity
11,695
(5,150)
–
–
–
–
–
–
–
128
447
–
–
–
447
128
Balance at 31 December 2022
11,130
706
688
13,307
14
(18,725)
7,120
For further information on the composition of equity see note 21 in the notes to the consolidated financial statements.
30
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Company statement of changes in
for the year ended 31 December
equity
2023
Company statement of changes in equity
for the year ended 31 December 2023
Share
capital
11,130
Share
premium
706
Capital
reserve
208
Profit and loss
reserve
(2,272)
[in £‘000]
Balance at 1 January 2023
Loss after income tax and total comprehensive income for
the period
Shares issued in period
Share based payments
–
2
–
–
–
–
Balance at 31 December 2023
11,132
706
[in £‘000]
Balance at 1 January 2022
Loss after income tax and total comprehensive income for
the year
Share based payments
Balance at 31 December 2022
Share
capital
11,130
–
–
11,130
Share
premium
706
–
–
706
–
223
431
(1,290)
–
(3,562)
Capital
reserve
80
Profit and loss
reserve
(1,180)
–
128
208
(1,092)
–
(2,272)
For further information on the composition of equity see note 21 in the notes to the consolidated financial statements.
Total
equity
9,772
(1,290)
2
223
8,707
Total
equity
10,736
(1,092)
128
9,772
31
4basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Consolidated statement of cash
for the year ended 31 December
flows
2023
Consolidated statement of cash flows
for the year ended 31 December 2023
[in £’000]
Net loss for the period
Adjustments to reconcile net loss for the period to net cashflows
Income taxes
Interest charge
Depreciation of property, plant and equipment
Amortisation and impairment of intangible assets
Other non-cash items
Working capital changes:
(Increase)/decrease in trade receivables and other current assets
Increase/(decrease) in trade payables and other current liabilities
(Increase)/decrease in inventories
Tax receipt
Net Cash flows from operating activities
Investments in property, plant and equipment
Investments in capitalised development and intangible assets
Cash flows from investing activities
Net receipt/(payment) of loans
Shares issued
Interest paid
Capital lease payments
Cash flows from financing activities
Net change in cash and cash equivalents
Exchange differences
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
The above statement of cash flows should be read in conjunction with the accompanying notes.
2023
(7,665)
2022
(5,150)
(689)
302
676
33
220
(109)
695
(202)
561
(6,178)
(871)
(619)
(1,490)
6,584
2
(67)
(94)
6,425
(1,243)
(39)
4,351
3,069
(779)
89
404
27
136
140
(2)
30
401
(4,704)
(1,155)
(786)
(1,941)
1,412
–
(93)
(75)
1,244
(5,401)
166
9,586
4,351
32
4basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
For the year ended 31 December
2023
Notes to the financial statements
For the year ended 31 December 2023
1. General information
4basebio PLC (the “Company” or “4basebio”) is registered in England and Wales with company number 13519889.
The Company is domiciled in England and the registered office of the Company is 25 Norman Way, Over, Cambridge CB24 5QE.
4basebio PLC is the parent of a group of companies (together, “the Group”). The Group focusses on life sciences and in particular
the development of synthetic DNA and nanoparticles suitable for inclusion in, or delivery of, therapeutic payloads for gene
therapies and gene vaccines.
The Company trades on London Stock Exchange’s AIM market, having been admitted on 17 February 2021. The international
securities number (ISIN) number for its AIM traded shares is GB00BMCLYF79; its ticker symbol is 4bb.l.
The consolidated financial statements of 4basebio PLC and its subsidiaries for the year ended 31 December 2023 were authorised
for issue in accordance with a resolution of the directors on 4 June 2024.
2. Accounting policies
2.1 Company
Basis of preparation
The Company’s financial statements of 4basebio PLC for the financial year ending 31 December 2023 have been prepared in
accordance with the historical cost convention and in accordance with Financial Reporting Standard 101, Reduced Disclosure
Framework (FRS 101) and the Companies Act 2006. Those financial statements present information about the Company as an
individual entity. Accounting policies have been applied consistently throughout the year.
In preparing its financial statements the Company has taken advantage of certain disclosure exemptions conferred by FRS 101.
Therefore, these financial statements do not include:
— certain comparative information as otherwise required by international accounting standards;
— a statement of cash flows;
— the effect of future accounting standards not yet adopted;
— the disclosure of the remuneration of key management personnel; and
— disclosure of intercompany transactions with wholly owned subsidiary companies.
In addition, and in accordance with FRS101 further disclosure exemptions have been adopted because equivalent disclosures are
included in these consolidated financial statements and hence do not include Company only disclosures in respect of:
— financial instruments;
— fair value measurement
As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own income statement. The loss for
the financial year per the accounts of the Company was £1.3 million. The principal accounting policies adopted are set out below.
Investments in subsidiaries
Investments in subsidiaries and joint ventures are stated at cost less, where appropriate, provisions for impairment. The Company
tests the investment balances for impairment annually or when there are indicators of impairment.
Share-based payments
The fair value of employee share option plans is calculated at the grant date using the Black-Scholes model. The resulting cost is
charged to the Company income statement over the vesting period. The value of the charge is adjusted to reflect expected and
actual levels of vesting.
Financial instruments
Financial assets and financial liabilities are recognised in the Company balance sheet when the Company becomes party to the
contractual provisions of the instrument.
33
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements(continued)
Notes to the financial statements
(continued)
2.2 Group
Basis of preparation
The consolidated financial statements of 4basebio UK PLC (or “the Group”) for the financial year ending 31 December 2023 have
been prepared using UK adopted international accounting standards.
The consolidated financial statements comprise the results of 4basebio PLC, 4basebio S.L.U., 4basebio UK Limited and 4basebio
Discovery Limited for the whole year.
The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services. For calculation reasons, rounding differences of +/- one unit (£’000, % etc.)
may occur in the information presented in these financial statements.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or
liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement
date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a
basis, except for leasing transactions that are within the scope of IFRS 16.
The principal accounting policies adopted are set out below.
Going concern
The directors have, at the time of approving the financial statements, a reasonable expectation, taking into account the support
from 2Invest AG, a shareholder in 4basebio PLC that the Company and the Group will continue as a going concern. As set out in
note 22, the Company has a loan facility with 2Invest AG. In addition, 2Invest AG has provided to the Board of 4basebio PLC a
letter confirming its willingness to support the Company, should the Company and the Group require working capital in addition
to amounts available for drawdown under the existing loan facility for a period of at least 12 months from the date of approval of
these financial statements, to enable the Company and the Group to continue to meet their obligations as they fall due. Thus, the
directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Additional support from 2Invest AG may be subject to certain conditions and therefore represents a material uncertainty in
relation to going concern; such support having been made available by 2Invest AG to 4basebio PLC since its spin out in December
2020. The financial statements do not reflect any adjustments that would be necessary should the going concern basis not be
appropriate.
Operating segments
Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as
the internal reports provided to the Chief Operating Decision Makers (‘CODM’), the board of directors. The CODM are responsible
for the allocation of resources to operating segments and assessing their performance. For the years ended 31 December 2023
and 31 December 2022, the Group comprised one operating segment.
Business combinations
The consolidated financial statements include 4basebio PLC and its subsidiaries over which the Company can exercise control.
Control exists if 4basebio has a risk burden from or is entitled to fluctuating returns from its involvement in a company and it can
also use its power of disposal over the associated company to influence these returns. In general, ownership of a majority of voting
rights (direct or indirect) is presumed to result in control. The financial statements of subsidiaries to be included in the consolidated
financial statements are included in the consolidated financial statements from the date on which the possibility of exercising
control begins until the date on which the possibility of exercising control ends.
Revenue recognition
Revenue from contracts with customers is recognised at the point that control of the goods is transferred to the customer. This
is generally the point of delivery. Recognition amount is the amount of the consideration that the Group will likely receive in
exchange for these goods or services. The usual payment profile comprises an upfront payment of up to 50% at the time an order
is placed with the balance settled 30 to 90 days following delivery. The Group has concluded that it acts as a principal in its sales
transactions, as the Group usually has control over the goods or services before they are transferred to the customer.
The Group checks contracts with customers to see whether the contracts contain other commitments which represent separate
performance obligations to which a part of the transaction price must be allocated (e.g. warranties).
34
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsNotes to the financial statements
(continued)
Leases
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use
asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term
leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal
computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an
operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the
time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental
borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
— Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; and
— Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in note 22.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
— The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment
of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments
using a revised discount rate.
— A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability
is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised
discount rate at the effective date of the modification.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the
commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less
accumulated depreciation and impairment losses
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers
ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase
option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the
commencement date of the lease.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as
described in the ‘Property, Plant and Equipment’ policy.
Foreign currencies
The functional currency of the Group is British Pounds.
In preparing the financial statements of the Group entities, transactions in currencies other than the entity’s functional currency
(foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date,
monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
— exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither
planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation),
which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial
disposal of the net investment.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations
(4basebio S.L.U.) are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the
average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange
35
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial StatementsNotes to the financial statements
(continued)
rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and
accumulated in a foreign exchange translation reserve.
The principal currency rates of the Group have developed as follows in relation to the British Pound (GBP/£):
[in GBP]
Euro
US Dollar
Closing exchange rate
Average exchange rate
31.12.2023
0.8691
0.7856
31.12.2022
0.8869
0.8267
2023
0.8698
0.8040
2022
0.8524
0.8088
Grants
Grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and
that the grants will be received. Where grant funds are received in advance of satisfying conditions for recognising grant income,
the grant is recognised as a short term liability. Grant income is recognised in other operating income.
On government loans advanced at a below-market rate of interest, the benefit is treated as a government grant, measured as the
difference between proceeds received and the fair value of the loan based on prevailing market interest rates.
Retirement and termination benefit costs
Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service
entitling them to the contributions. Payments made to state-managed retirement benefit plans are accounted for as payments to
defined contribution plans where the Group’s obligations under the plans are equivalent to those arising in a defined contribution
retirement benefit plan.
Short-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the
period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits
expected to be paid in exchange for the related service.
Share-based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby
employees render services as consideration for equity instruments (equity-settled transactions). The fair value of options granted is
recognised as an expense of employment in the statement of comprehensive income with a corresponding increase in equity.
The fair value is measured at the date of grant and spread over the period during which the employees become unconditionally
entitled to the options. The fair value of options granted under the share option schemes is measured using a Black Scholes model
taking into account the performance conditions under which such options were granted. At each financial year end, the Group
revises its estimate of the number of options that are expected to become exercisable based on forfeiture such that at the end of
the vesting period the cumulative charge reflects the actual options that have vested, with no charge for those options which were
forfeit prior to vesting. When share options are exercised the proceeds received are credited to equity.
Taxation
The income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on any taxable profit for the year. Taxable profit differs from net profit as reported in profit or
loss 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 end of the reporting period.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there
will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to
become payable. The assessment is based on the judgement of accounting professionals and in certain cases based on specialist
independent tax advice.
36
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
(continued)
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using
the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting 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
based on tax laws and rates that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which
the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
Current tax and deferred tax for the year
Current and deferred tax are recognised in the profit or loss, except when they relate to items that are recognised in
other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a
business combination, the tax effect is included in the accounting for the business combination.
Property, plant and equipment
Land and buildings held for use in the production or supply of goods or services or for administrative purposes, are stated in the
statement of financial position at cost less any accumulated depreciation and accumulated impairment losses.
Freehold land is not depreciated.
Plant, machinery, fixtures and fittings are stated at cost less accumulated depreciation and accumulated impairment loss.
Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under
construction) less their residual values over their useful lives, using the straight-line method, on the following bases:
Buildings
5 per cent per annum
Plant and machinery
10 per cent – 25 per cent per annum
Fixtures and fittings
10 per cent – 30 per cent per annum
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease
transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a
purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to
arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Internally-generated intangible assets – research and development expenditure
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date
when the intangible asset first meets the recognition criteria listed below. Where no internally- generated intangible asset can be
recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
37
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Notes to the financial statements
(continued)
Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and
accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Intangible assets are generally recognised initially at cost. The cost of intangible assets acquired in business combinations is the
fair value at the time of acquisition. With the exception of capitalised development costs and internally generated patents, no
internally generated intangible assets are recognised in the consolidated statement of financial position of the Group. Instead,
the corresponding expenses are recognised as expenses in the consolidated income statement in the period in which they were
incurred. Development costs are only capitalised as intangible assets if the Group can demonstrate that the specific recognition
criteria according to IAS 38.57 are met.
Research and non-capitalisable development costs are recorded as expenses in the period in which they are incurred and reported
in a separate line in the consolidated income statement (“Research and non-capitalised development costs”).
For the purposes of subsequent measurement of intangible assets, IFRSs distinguish between intangible assets with finite and
indefinite useful lives. The consolidated financial statements of the 4basebio Group only contain intangible assets with a finite
useful life. These are amortised over their useful economic life and tested for possible impairment if there are indications that
the intangible asset may be impaired. In the case of capitalised development costs, amortisation begins upon completion of the
development phase and from the point at which the asset can be used. During the development phase, an annual impairment test
is carried out. Amortisation is recognised for capitalised development costs within cost of sales and for all other intangible assets
within the expense category that corresponds to the function of the intangible asset in the 4basebio Group. Depreciation periods
and methods are reviewed at least at the end of each reporting period. If changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in an intangible asset necessitate changes in the amortisation
method or amortisation period, these changes are treated as changes in accounting estimates and recognised prospectively in
profit or loss for the period.
An intangible asset is derecognised either upon disposal or when no further economic benefit is expected from the continued
use or sale of the recognised asset. Gains or losses arising from derecognition of intangible assets are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss in the period in which
the intangible asset is derecognised.
The accounting and valuation methods applied to the intangible assets of the Group are summarised as follows:
Patents and Licences
Useful life
Amortisation method
Type of asset
Finite
Amortised on a straight-line basis over the term
of the licence
Acquired
Capitalised development costs
Finite
Amortised on a straight-line basis over the period of
expected future sales from the related project
Internally generated
Patents and licences
The expenditure associated with the granting of a patent or licence is measured initially at purchase cost and are amortised on a
straight-line basis over their estimated useful lives.
Impairment of property, plant and equipment and intangible assets
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment 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 to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs of disposal 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 is estimated to be less than its’ carrying amount, the carrying amount of the asset is reduced
to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct
labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost
38
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsNotes to the financial statements
(continued)
is calculated using the weighted average cost method. Net realisable value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling and distribution.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a
party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant
financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss)
are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method. The effective interest
method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points
paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through
the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have
expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable
is recognised in profit or loss.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the
reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the
cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect
of the time value of money is material).
When some or all the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable
is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be
measured reliably.
39
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial StatementsNotes to the financial statements
(continued)
3. Adoption of new and revised standards
The following new standards and amendments were mandatory for adoption for periods ending 31 December 2023. Changes to
disclosure of accounting policies requiring disclosure of material policies has been reflected in note 2 to these financial statements.
The remaining standards and amendments do not affect the Group:
— Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
— Definition of Accounting Estimates (Amendments to IAS 8)
— Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
— International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12) – Application of the exception and disclosure of
that fact
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
4. Critical accounting judgements, estimates and assumptions
The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the
directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the
amounts recognised in financial statements.
Capitalisation of development expenditure
The Group capitalises the costs of product development projects if the recognition criteria according to IAS 38.57 are met. The
capitalisation of development costs is based on management’s assessment that the technical and economic feasibility has been
demonstrated. This is generally the case when a product development project has reached a certain milestone in an existing
project management model. For determining the amounts to be capitalised, management makes assumptions about the amount
of expected future cash flows from the project, the discount rates to be applied and the timing of inflow of the expected future
benefit. As at 31 December 2023 the carrying amount of capitalised development costs amounted to £2.1 million (31 December
2022: £1.7 million).
5. Revenues
Revenue by type
[in £’000]
Revenue from sales of products
Revenue from licences and royalties
Total revenue
Geographic markets
[in £‘000]
Europe
USA
Rest of World
Total revenue
Timing of revenue recognition
[in £’000]
At a point in time
Total revenue
Information on significant customers
[in £‘000]
Revenues from significant customers (customers which represent at least 10% of Group revenue)
Other revenues
Total revenue
40
2023
491
15
506
2023
176
320
10
506
2023
506
506
2023
269
237
506
2022
248
20
268
2022
85
162
21
268
2022
268
268
2022
174
94
268
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
(continued)
6. Expenses
Loss for the year before income tax includes the following specific expenses:
[in £‘000]
Sales and marketing expenses
Employee costs
Other
Administration expenses
Employee costs
Professional fees
Share based payments
Depreciation and amortisation
Other
Operations expenses
Employee costs
Consumables
Other
Research and non-capitalised development expenses
Employee costs
Consumables
Depreciation and amortisation
Capitalised development expenses
Other
7. Staff numbers and costs
[in £‘000]
Salaries
Social security costs
Pension costs
Staff costs
Average employee numbers by function
Sales and marketing
GF&A
R&D
Operations
Total
8. Other operating expenses
[in £‘000]
Foreign Exchange
Other
Other operating expenses
2023
306
280
586
1,086
688
223
679
574
3,250
721
260
436
1,417
2,448
1,291
30
(445)
236
3,560
2023
3,900
544
118
4,562
2023
3.4
12.0
47.2
14.3
76.9
2023
53
32
85
2022
81
164
245
912
772
128
404
495
2,711
588
248
92
928
1,646
794
27
(499)
113
2,081
2022
2,759
392
76
3,227
2022
1.0
8.6
29.0
10.0
48.6
2022
171
10
181
41
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Notes to the financial statements
(continued)
9. Other operating income
[in £‘000]
Grant income
Foreign Exchange
Other
Other operating income
2023
229
167
110
506
2022
51
–
16
67
Included in grant income are public loans received by 4basebio S.L.U which carry either a minimal or nil interest rate and are hence
also referred to as soft loans. The benefit accruing to the Company from low interest loans has been accounted for as grant income.
The fair value of loans received has been calculated on the basis of an arm’s length rate of interest of 4%, with imputed interest
charges being recognised over the period of the loans.
The consequential difference between funds received and the underlying fair value of the loans has been recognised as deferred
grant income within financial liabilities. This benefit is amortised over the life of each loan giving rise to grant income recorded in
other operating income.
10. Financial expense
[in £‘000]
Interest expense on loans
Interest on lease liabilities
Finance expenses
11.
Income taxes
[in £‘000]
Current tax expense (-) or income (+)
Deferred tax expense (-) or income (+)
Total income tax
2023
236
66
302
2023
689
–
689
2022
56
33
89
2022
779
–
779
Tax reconciliation statement
The difference between the expected income tax expense and the income tax expense actually reported is shown in the following
reconciliation. To determine the expected tax expenses, a weighted average UK and Spain tax rate of 23.7% was used for 2023
(2022: 20%) and was multiplied by the loss before taxes.
[in £‘000]
Loss before tax
Expected tax expense (-) or income (+)
Adjustments:
Losses where no deferred tax asset recognised
Other
Total adjustments
Income tax credit arising from R&D tax claims
12. Earnings per share
Numerator [in £‘000]
Result for the period
Denominator [number of shares]
Weighted average number of registered shares in circulation (ordinary shares) for calculating the
undiluted earnings per share
Basic and diluted earnings per share (£)
42
2023
(8,354)
+1,985
(1,296)
–
(1,296)
689
2022
(5,929)
+1,170
(391)
–
(391)
779
2023
2022
(7,665)
(5,150)
12,319,270
(0.62)
12,317,473
(0.42)
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
(continued)
The calculation of the basic and diluted earnings per share for continuing operations was based on the weighted average number
of shares as determined above. The numerator is defined as result after tax from continuing operations. The average number of
share options outstanding during the period was 653,771 (2022: 642,878) which have not been included in the calculation of the
diluted Earnings per share because they would be anti-dilutive since the business is loss making.
13.
Intangible assets
[in £‘000]
Cost or acquisition value
01.01.2023
Additions
Exchange differences
31.12.2023
01.01.2022
Additions
Disposals
Exchange differences
31.12.2022
Cumulative amortisation and impairment
01.01.2023
Amortisation
Disposals
Exchange differences
31.12.2023
01.01.2022
Amortisation
Disposals
Exchange differences
31.12.2022
Net book value
31.12.2023
31.12.2022
Development
costs
Patents and
licences
Total
3,544
619
(70)
4,093
2,590
786
–
168
3,544
1,420
33
–
(29)
1,424
1,319
27
–
74
1,420
504
173
(8)
669
200
287
–
17
504
53
29
–
(1)
81
33
18
–
2
53
588
451
2,669
2,124
3,040
446
(62)
3,424
2,390
499
–
151
3,040
1,367
4
–
(28)
1,343
1,286
9
–
72
1,367
2,081
1,673
Development costs
The development costs relate to development work undertaken by 4basebio S.L.U. in relation to enzyme formulation, application
and DNA synthesis platform development.
43
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Notes to the financial statements
(continued)
14.
Investments
Company
[in £‘000]
Cost
1 January and 31 December
2023
2022
7,817
7,817
In addition to the Company, the Group comprises the following subsidiaries:
Company name
4basebio S.L.U.
4basebio UK Limited
4basebio Discovery Limited
Principal activities
R&D and manufacturing
Manufacturing
R&D
Place of incorporation
Madrid, Spain
Cambridge, UK
Cambridge, UK
Equity held (in %)
31.12.2023
100
100
100
31.12.2022
100
100
100
Both 4basebio UK Limited and 4basebio Discovery Limited have elected to make use of the audit exemption, for non-dormant
subsidiaries, under section 479A of the Companies Act 2006. In order to fulfil the conditions, set out in the regulations, the
Company has given a statutory guarantee of all outstanding liabilities to which the subsidiaries are subject at the end of the
financial year to 31 December 2023.
44
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
(continued)
15. Property, plant and equipment
[in £‘000]
Cost or acquisition value
01.01.2023
Additions
Disposals
Exchange differences
31.12.2023
01.01.2022
Additions
Transfer
Disposals
Exchange differences
31.12.2022
Cumulative amortisation and impairment
01.01.2023
Depreciation
Disposals
Exchange differences
31.12.2023
01.01.2022
Depreciation
Disposals
Exchange differences
31.12.2022
Net book value
31.12.2023
31.12.2022
16. Deferred tax assets and liabilities
Operating
equipment
Land and
buildings
Usage rights from
leases
2,803
895
(24)
(8)
3,666
882
1,152
751
–
18
2,803
670
493
(4)
(5)
1,154
357
298
–
15
670
2,512
2,133
1,040
–
–
–
1,040
997
43
–
–
–
1,040
140
47
–
–
187
51
89
–
–
140
853
900
Total
4,486
1,267
(24)
(11)
5,718
3,265
1,338
–
(143)
26
4,486
853
677
(4)
(5)
1,521
506
474
(143)
16
853
643
372
–
(3)
1,012
635
143
–
(143)
8
643
43
137
–
–
180
98
87
(143)
1
43
832
600
4,197
3,633
The 4basebio Group recognises deferred tax assets if it is probable that these tax benefits will be realised in future years. Deferred
tax assets are not recognised if it is not sufficiently probable that the expected benefits from the deferred taxes will be realised.
The tax loss carry forwards for which no deferred tax assets were recognised across the Group amounted to approximately
£31.3 million (31 December 2022: £22.5 million).
17.
Inventories
[in £‘000]
Raw materials
Finished goods
Inventories
31.12.2023
261
71
332
31.12.2022
72
61
133
45
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Notes to the financial statements
(continued)
18. Trade receivables
Trade receivables do not bear interest and generally fall due within 30 to 90 days. An impairment on trade receivables for
expected credit losses of £2k (2022: £1k) was recognised in 2023.
The default risk from receivables from customers is managed based on the guidelines, procedures and controls of the 4basebio
Group for default risk management for customers. Outstanding receivables from customers are monitored regularly.
The need for impairment is analysed at each balance sheet date using an impairment matrix to determine the expected credit
losses. The impairment rates are determined on the basis of the number of days past due for various customer segments (grouped
together according to criteria such as geographic region, product type, customer type, and credit rating) with similar default
patterns. The calculation includes the probability-weighted result, taking into account the interest effect as well as appropriate and
reliable information on past events, current circumstances and expected future economic conditions available at the balance sheet
date. Trade receivables are generally impaired if they are more than one year overdue and not subject to enforcement action.
The maximum default risk at the balance sheet date corresponds to the carrying amount of each class of financial assets reported.
The 4basebio Group holds no collateral.
Information on the credit risk of trade receivables and contract assets of the 4basebio Group using an impairment matrix is shown
below:
31.12.2023
107
2
Contract assets
0.03%
–
–
Not overdue
0.03%
21
–
31.12.2022
54
1
Contract assets
0.03%
–
–
Not overdue
0.03%
1
–
Trade receivables
< 30 days
overdue
0.03%
26
–
30 to 60 days
overdue
0.03%
16
–
Trade receivables
< 30 days
overdue
0.03%
–
–
30 to 60 days
overdue
0.03%
28
–
Impairment matrix
(simplified approach)
[in £‘000]
Expected credit loss rate
Net book value
Expected credit loss
Impairment matrix
(simplified approach)
[in £‘000]
Expected credit loss rate
Net book value
Expected credit loss
19. Other assets
[in £‘000]
Short term deposit
Income tax receivable
VAT recoverable
Other
Other current assets
Long term deposit
Other non-current assets
20. Cash and cash equivalents
[in £‘000]
Bank balances and cash in hand
Cash and cash equivalents
61 to 90 days
overdue
2.00%
9
–
61 to 90 days
overdue
2.00%
–
–
31.12.2023
236
821
250
207
1,514
34
34
> 90 days
overdue
5.00%
35
2
> 90 days
overdue
5.00%
25
1
31.12.2022
240
805
164
150
1,359
35
35
31.12.2023
3,069
3,069
31.12.2022
4,351
4,351
Bank balances bear interest at variable rates for daily callable deposits.
46
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
(continued)
21. Equity
The share capital of 4basebio PLC as of 31 December 2023 amounts to a total of €12,319,473 (31 December 2022: €12,317,473),
divided into 12,319,473 (31 December 2022: 12,317,473) €1 shares. These are all registered ordinary shares (31 December
2022: ordinary shares). There are no shares with special rights or other restrictions on voting rights. In February 2024, a further
485,735 shares were issued following exercise of share option awards, bringing the total issued share capital to 12,805,208 €1
shares.
Share Capital
[in £‘000]
Authorised:
ordinary shares of €1 each
Issued and fully paid:
At 1 January (€1 each)
Shares issued during the period
and 31 December (€1 each)
31.12.2023
Number
20,529,121
31.12.2022
Number
20,529,121
12,317,473
2,000
12,319,473
12,317,473
–
12,317,473
Authorised Share Capital
The Annual General Meetings of 14 June 2023 and 9 June 2022 conferred authority to the board of directors to issue additional
8,623,629 and 8,211,648 ordinary shares of €1 each respectively, with such authority to expire on the earlier date of the next
Annual General Meeting or 15 months following the previous Annual General Meeting.
3,695,841 of those shares (2022: 4,105,824 shares) were generally and unconditionally authorised pursuant to section 551 of the
Companies Act 2006; a further 4,927,788 of those shares (2022: 4,105,824 shares) were generally and unconditionally authorised
pursuant to section 560 of the Companies Act 2006. As part of such authorities totalling 8,623,629 shares (2022: 8,211,648), up to
1,231,947 shares (2022: 1,231,747 shares) were also authorised to be issued pursuant to section 570 of the Companies Act 2006 for
cash consideration and 1,231,947 shares (2022: 615,873 shares) were also authorised to be issued pursuant to section 570 of the
Companies Act 2006 as part of an acquisition.
Share Premium
The share premium represents the excess of the capital contributions over and above the number of €1 par value shares issued to
date.
Merger Reserve
The merger reserve arises from the spin out accounting as described in note 13 of the 2021 financial statements and in relation to
the acquisition of 4basebio S.L.U and 4basebio Limited (now 4basebio UK Limited) by 4basebio UK Societas (now 4basebio PLC).
The merger reserve represents the difference between the net equity of 4basebio UK Societas (now 4basebio PLC), the legal
acquiror, and the net equity of 4basebio S.L.U. on the date of the reverse acquisition, 8 December 2020 as well as the net assets
acquired of 4basebio Limited (now 4basebio UK Limited).
Capital Reserve
The capital reserve represents the capital contribution from 4basebio AG (now 2Invest AG) of £11.7million in 2020 along with the
share-based payments accounting arising in 2023 and previous periods.
Foreign Exchange translation reserve
The reserve represents the movement in pounds arising on the translation of 4basebio S.L.U. from its functional currency, the Euro.
As disclosed in note 2, for the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations (4basebio S.L.U.) are translated at exchange rates prevailing on the reporting date. Income and expense items
are translated at the average exchange rates for the period. Exchange differences arising are recognised in other comprehensive
income and accumulated in a foreign exchange translation reserve.
Profit and Loss reserve
The reserve represents historic losses from 4basebio S.L.U. prior to the 2020 spin out as explained in note 3 to the 2021 financial
statements, along with consolidated losses arising since that date.
47
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Notes to the financial statements
(continued)
22. Financial liabilities
[in £‘000]
Soft loans
Loan from 2Invest AG
Lease Liability (IFRS16)
Financial liabilities
Current
263
–
129
392
31.12.2023
Non-current
408
8,896
761
10,065
Total
671
8,896
890
10,457
Current
321
–
94
415
31.12.2022
Non-current
642
1,772
521
2,935
Total
963
1,772
615
3,350
Soft loans are public loans received by 4basebio S.L.U which carry either a minimal or nil interest rate and are hence also referred
to as soft loans. The benefit accruing to the Company from low interest loans has been accounted for as grant income. The fair
value of loans received has been calculated on the basis of an arm’s length rate of interest of 4%, with imputed interest charges
being recognised over the period of the loans.
The consequential difference between funds received and the underlying fair value of the loans has been recognised as deferred
grant income within financial liabilities. This benefit is amortised over the life of each loan giving rise to grant income recorded in
other operating income.
The loan facility with 2Invest is denominated in Euros and is for up to €23 million which can be drawn, with notice, at the discretion
of 4basebio PLC until 31 October 2026. Interest is charged at 5% per annum on all loan amounts outstanding and compounds
annually on all loan tranches outstanding. The capital and interest are due to be repaid in a single payment on 31 October 2028.
Early repayment is permitted. No other fees are due under this facility.
23. Other liabilities
[in £‘000]
Payroll accruals
Audit costs
Professional services
Other accruals and provisions
Other current liabilities
Grant income not yet recognised
Other long term liabilities
31.12.2023
420
40
50
681
1,191
72
72
31.12.2022
389
35
40
149
613
116
116
Retirement benefit plans
Defined contribution plans
The Group operates a voluntary defined contribution retirement benefit plans for all qualifying employees of its UK companies. The
assets of the plans are held separately from those of the Group in funds under the control of trustees.
The employees of the 4basebio S.L.U. are members of a state-managed retirement benefit plan operated by the government of
Spain. The subsidiary is required to contribute a specified percentage of payroll costs to the retirement benefit plan to fund the
benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.
The total expense recognised in profit or loss of £259k (2022: £190k) represents contributions payable to these plans by the Group
at rates specified in the rules of the plans. As at 31 December 2023, contributions of £21k (2022: £22k) due in respect of the current
reporting period had not been paid over to the plans.
24. Share based payments
The Group operates a share option scheme under which it grants and has granted share options in share capital to eligible
employees of Group companies. These are accounted for as equity settled in the consolidated financial statements. The scheme
was recognised as an Enterprise Management Incentive Scheme in the UK for tax purposes. Under the scheme both HMRC-
approved and unapproved options were issued to employees.
48
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
(continued)
On 18 December 2023, the Enterprise Management Incentive Scheme ceased to qualify as a tax efficient scheme for UK purposes,
following transactions between shareholders in 4basebio PLC which meant that a single shareholding group exercised control
over more than 50% of the voting shares in 4basebio PLC at that date and as reported on 1 February 2024. From that date, all share
options awards by the Company will be treated as unapproved share options.
Share options awards made are as follows:
Of the 597,500 share options awarded on 25 January 2021, 92,475 vested on grant and 68,500 have lapsed. Of the remaining
number, 244,600 options will vest equally on the first, second, third and fourth anniversary of award; 177,075 options will vest on
certain share price targets being achieved after the first anniversary of the award; and 14,850 options will vest on a combination
of time served and share price target. On 7 February 2023, the Company received a notice of exercise over 2,000 options.
Subsequent to year end, the Company received notices of exercise over 433,863 options.
Of the 42,500 share options awarded on 30 April 2021, 3,000 vested on grant. Of the remaining number, 12,000 options will vest
equally on the first, second, third and fourth anniversary of award; 27,500 options will vest on a share price target. Subsequent to
year end, the Company received notices of exercise over 24,000 options.
In relation to 48,000 share options awarded on 11 January 2022, options will vest equally on the first, second, third and fourth
anniversary of award. During the year, 20,000 options lapsed.
In relation to 5,000 share options awarded on 2 February 2022, options will vest equally on the first, second, third and fourth
anniversary of award.
In relation to 60,000 share options awarded on 29 September 2022, options will vest equally on the first, second, third and fourth
anniversary of award. Subsequent to year end, the Company received notices of exercise over 27,872 options.
In relation to 28,000 share options awarded on 1 November 2022, options will vest equally on the first, second and third
anniversary of award. During the year, 20,000 options lapsed.
In relation to 50,000 share options awarded on 25 May 2023, options will vest equally on the first, second, third and fourth
anniversary of award.
In relation to 12,000 share options awarded on 5 July 2023, options will vest equally on the first, second, third and fourth
anniversary of award.
In relation to 50,000 share options awarded on 1 November 2023, 20,000 options will vest equally on the first, second, third and
fourth anniversary of award, while 30,000 options will vest on a share price target.
The following table summarises the valuation of each option award using a Black Scholes valuation model:
Grant Date
25 January 2021
30 April 2021
11 January 2022
2 February 2022
29 September 2022
1 November 2022
25 May 2023
5 July 2023
1 November 2023
Number of
options
434,525
42,500
28,000
5,000
60,000
8,000
50,000
12,000
50,000
Share price on
grant £
1.18
3.65
5.60
5.50
5.10
5.50
5.55
5.75
5.15
Expected
volatility
50%
50%
69%
69%
69%
69%
69%
69%
69%
Risk-free interest
rate
1.0%
1.0%
1.2%
1.3%
3.3%
3.4%
4.2%
4.2%
4.2%
Fair value of
option £
0.351
1.345
2.280
2.242
2.152
2.197
2.389
2.476
2.391
49
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Notes to the financial statements
(continued)
25. Notes to the consolidated statement of cash flows
Changes in financial liabilities for which cash flows have been or will be presented in the cash flow statement as cash flows
from financing activities
[in £‘000]
1 January
Lease inception
Cash flows
Non-cash movements
Exchange rate differences
Reclassification
31 December
Financial year 2023
Financial year 2022
short-term
interest-bearing
loans
321
–
(314)
(2)
258
263
non-current
interest-bearing
loans
2,414
–
6,898
267
(17)
(258)
9,304
short-term
interest-bearing
loans
356
–
(360)
non-current
interest-bearing
loans
860
–
1,772
39
286
321
68
(286)
2,414
leases
615
370
(94)
(1)
–
890
leases
542
143
(75)
5
–
615
26. Additional information on financial instruments
Financial instruments
Management has determined that the carrying amounts in all measurement categories are reasonable approximations of the fair
value of the respective financial instruments.
The financial liabilities of the 4basebio Group consist primarily of loans and trade payables. The main purpose of these financial
liabilities is to finance the business activities of the 4basebio Group. The financial assets of the 4basebio Group essentially consist
of trade receivables, cash and cash equivalents, and short-term deposits that result directly from its business activities.
The 4basebio Group is exposed to various financial risks in the course of its business activities. These include credit, liquidity and
market risks. The management of these risks is the responsibility of the management of the 4basebio Group. The guidelines for
managing the risks described below are reviewed and approved by management.
Credit risks
Credit risk is the risk that a business partner fails to meet its obligations under a financial instrument or customer contract and this
leads to a financial loss. The 4basebio Group is exposed to credit risks in the course of its operating activities (in particular with
regard to trade receivables) as well as risks in the course of its financing activities, including those from deposits with banks and
financial institutions, foreign exchange transactions, and other financial instruments. On the basis of the positive experience to
date, the 4basebio Group estimates the probability of occurrence to be low and the financial impact to be extremely low.
The credit risk from credit balances with banks and financial institutions is managed in accordance with Group guidelines s which
requires a distribution of Group deposits across at least two banks.
Concentrations of risk arises when several counterparties engage in similar business activities or activities in the same geographic
region or have economic characteristics that cause them to be equally affected in their ability to meet their contractual obligations
in the event of changes in the economic or political situation or other conditions. The Group does not consider there to be undue
risk concentration presently but regularly review this position.
50
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
(continued)
Liquidity risk
The 4basebio Group monitors the risk of a possible liquidity bottleneck using regular budget and planning measures. The aim of
the 4basebio Group is to ensure adequate liquidity in order to bridge short-term liquidity bottlenecks.
The following table shows the financial liabilities by maturity class based on the remaining time to maturity at the respective
balance sheet date. A reconciliation of the amounts shown in the consolidated balance sheet is not possible, as the table shows
non-discounted cash flows.
[in £‘000]
Trade
payables
Soft loans
Loan from
2Invest AG
Lease
liabilities
Other
liabilities
Total
31.12.2023
31.12.2022
Maturity
<1 year
Maturity
>1 < 5 years
Maturity
> 5 years
694
263
–
183
1,191
2,331
–
505
8,896
362
72
9,835
–
–
–
720
–
720
Total
694
768
8,896
1,265
1,263
12,886
Maturity
<1 year
Maturity
>1 < 5 years
Maturity
> 5 years
490
321
–
132
613
1,556
–
735
–
282
116
1,133
–
48
1,772
438
–
2,258
Total
490
1,104
1,772
852
729
4,947
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices.
Market risk includes currency and interest rate risks.
Currency risk is the risk that the fair value or future cash flows of a financial instrument are exposed to fluctuations due to changes
in exchange rates. Exchange rate fluctuations have an impact on the presentation of assets and liabilities in the consolidated
financial statements of 4basebio PLC prepared in GBP, insofar as assets and liabilities are denominated in currencies other than
GBP. To control currency risk the 4basebio Group tries to carry out foreign cash flows in and out as promptly as possible and in a
manner appropriate to that currency. Hedging transactions are not currently used. The assets and liabilities of the 4basebio Group
reported in foreign currency largely relate to assets and liabilities denominated euros, which essentially result from the Group’s
business activities. The 4basebio Group reviews currency requirements in the course of the year in order to reduce currency risk if
needed.
The following table shows the effects on the result for the period before taxes and equity, which result from a five percent positive
or negative development of the euro against the pound, the most important currency in which the 4basebio Group carries out
transactions in addition to the pound:
Sensitivity analysis
[in £‘000]
2023
2022
EUR development against GBP
Exchange rate
movement
+5%
-5%
+5%
-5%
Impact on loss
before tax
(43)
42
(37)
34
Impact on equity
144
(136)
396
(438)
Impact on cash
balances
26
(24)
200
(181)
51
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial Statements
Notes to the financial statements
(continued)
Categories of financial instruments as at 31.12.2023
[in £‘000]
Current assets
Trade receivables
Other financial assets
Cash and cash equivalents
Non-current liabilities
Financial liabilities
Lease liabilities
Current liabilities
Financial liabilities
Trade payables
Lease liabilities
Categories of financial instruments as at 31.12.2022
[in £‘000]
Current assets
Trade receivables
Other financial assets
Cash and cash equivalents
Non-current liabilities
Financial liabilities
Lease liabilities
Current liabilities
Financial liabilities
Trade payables
Lease liabilities
Carrying amount per valuation category (IFRS 9)
Financial assets
Financial liabilities
At fair value
through profit
or loss
At amortised cost
At fair value
through profit
or loss
At amortised cost
Total
–
–
–
–
–
–
–
–
107
236
3,069
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
9,304
761
263
694
129
107
236
3,069
9,304
761
263
694
129
Carrying amount per valuation category (IFRS 9)
Financial assets
Financial liabilities
At fair value
through profit
or loss
At amortised cost
At fair value
through profit
or loss
At amortised cost
Total
–
–
–
–
–
–
–
–
54
240
4,351
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,414
521
321
490
94
54
240
4,351
2,414
521
321
490
94
All financial assets and liabilities are held at amortised cost.
Contingent liabilities and other financial obligations
4basebio SLU commenced legal proceedings in August 2022 in the Spanish Courts (Madrid and Valancia) against Tyris Tx,
an entity wholly owned by Columbus Venture Partners, and other parties including partners of Columbus Venture Partners,
concerning breach of confidentiality and entitlement of patent applications filed in the name of Tyris Tx. The Board does not
consider the proceedings material to the Group’s commercial activities. The matter remains ongoing.
In May 2023, in what appears to be responsive proceedings, Tyris Tx commenced legal proceedings in the Spanish Courts (Madrid)
against 4basebio SLU and 4basebio Discovery Limited, concerning breach of confidentiality and joint entitlement of certain patent
applications in the names of 4basebio SLU and 4basebio Discovery Limited. Notice of the proceedings were received via linkedin
messages. Since that time, court documents have been received in relation to 4basebio SLU; filings against 4basebio Discovery
Limited have not yet been received. The Board and its legal representatives consider the claims received to be without merit. The
matter remains ongoing.
52
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial Statements
Notes to the financial statements
(continued)
27. Directors’ remuneration
The aggregate compensation made to directors of the Group is set out below:
[in £‘000]
Salaries and fees
Other benefits
Directors‘ remuneration
2023
869
11
880
2022
891
1
892
On 25 January 2021, Heikki Lanckriet was awarded 238,000 share options at market price; David Roth was awarded 179,000 share
options at market price (note 24).
As reported at the time, on 1 February 2024, Heikki Lanckriet exercised his rights over 211,863 share options. On the same date,
David Roth exercised his rights over 179,000 share options.
On the same date, the Company’s Remuneration Committee resolved that the long-term incentivisation for senior management
in the event of a future sale of the Company will comprise a cash bonus calculated as to a percentage of any future sale price
achieved for the Company that exceeds £85 million. The quantum that would be awarded to Dr Heikki Lanckriet and David Roth in
the event of a sale of the Company is 0.52 per cent. and 0.44 per cent. of the sale price in excess of £85 million respectively.
28. Related parties
Related parties as defined by IAS 24 are legal or natural persons that can exert influence on the 4basebio Group or are subject
to control, joint management or significant influence by 4basebio PLC. Related parties are also members of management in key
positions, their close family members and companies that are controlled, jointly controlled or significantly influenced by this group
of persons.
Interests in subsidiaries are set out in note 14. Disclosures relating to key management personnel are set out in note 27.
At year end, the Group held a lease over two properties which is included in right of use assets as set out in note 15. The properties
concerned are part owned by persons related to Heikki Lanckriet.
29. Auditor’s fees and services
Crowe U.K. LLP acts as auditor to the Company and the Group. £42k (2022: £38k) was payable to the auditor for the audit of the
Company and its UK subsidiaries according to legislation. Further amounts of £8k were payable in 2023 for other assurance
services (2022: £8k).
30. Events after the reporting period
On 1 February 2024 share option rights over 476,735 €1 shares were exercised. On 6 February 2024, further share option rights
over 9,000 €1 shares were exercised, so that the outstanding issued share capital increased to 12,805,208 €1 shares.
31. Approval of the financial statements
The financial statements were approved by the board of directors and authorised for issue on 4 June 2024.
53
heading 1heading 24basebioAnnual Report & Financial Statements 2023Financial StatementsFinancial StatementsAnnual Report & Financial Statements 2020
Printed by
london@blackandcallow.com
www.blackandcallow.com
020 3794 1720
4basebio Plc
25 Norman Way, Over
Cambridge
CB24 5QE
United Kingdom
Phone: +44 01223 967943
Email: info@4basebio.com