FOCUSSING ON
ONCOLOGY AND
NEUROPSYCHIATRY
THERACRYF PLC
(FORMERLY EVGEN PHARMA PLC)
ANNUAL REPORT & FINANCIAL STATEMENTS 2024
WE ARE LEADING
DEVELOPMENT OF NOVEL
MEDICINES IN ONCOLOGY AND
BEHAVIOURAL BRAIN DISEASES
WITH HIGH UNMET CLINICAL
NEEDS; OUR FOCUS IS IN
GLIOBLASTOMA,
ADDICTIVE AND ANXIETY
DISORDERS, FATIGUE
AND NARCOLEPSY.
OVERVIEW
01 Highlights of the Year
02 TheraCryf at a Glance
03 Our Strategy and Business Model
04 Our Progress
STRATEGIC REPORT
08 Chair’s Statement
09 Chief Executive’s Review of Performance
13 Key Performance Indicators
14 Financial Review
14 S172 Companies Act Statement
15 Principal Risks and Uncertainties
GOVERNANCE
18 Board of Directors
20 Directors’ Report
22 Corporate Governance Report
24 Remuneration Committee Report
28 Audit Committee Report
29 Statement of Directors’ Responsibilities
FINANCIAL STATEMENTS
32 Independent Auditors’ Report
36 Consolidated Statement of
Comprehensive Income
37 Consolidated and Company
Statements of Financial Position
38 Consolidated Statement of Changes in Equity
39 Company Statement of Changes in Equity
40 Consolidated and Company
Statements of Cash Flows
41 Notes to the Financial Statements
ADDITIONAL INFORMATION
IBC Addresses and Advisers
WHAT WE DO
01
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
HIGHLIGHTS OF THE YEAR
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
SFX-01 ENTRY INTO PATIENTS WITH GLIOBLASTOMA
PLANNED VIA NON-DILUTIVE FUNDING
• Grant awarded by the Netherlands government
administered by the Dutch Cancer Society for
pre-clinical work and a clinical trial in GBM led
by Dr Marjolein Geurts, Erasmus MC, Rotterdam
• €1.1m project, Theracryf provides drug and expertise
• Grant work commenced on schedule
on 1 October 2023
• Evidence of activity of SFX-01 in GBM cells from
Netherlands’ patients corroborating previous
data from academic partners in Italy and
New Zealand
SFX-01 IN OTHER CANCERS
• Collaboration on bowel cancer
commenced funded by the USA
National Cancer Institute and the
University of Michigan
• Evidence of activity of SFX-01 observed
in models of colon cancer by
University of Michigan collaborators
OTHER UPDATES
• Dispute notice issued
to partner Stalicla SA,
constructive discussions
continue on its
resolution
POST PERIOD HIGHLIGHTS
• Acquisition of Chronos Therapeutics Ltd adds substantial
pre-clinical neuropsychiatry portfolio effective 5 April
-Adds orexin-1 antagonist (Ox-1) programme in addiction
and impulsivity and atypical dopamine transporter
inhibitor (DAT) programme in fatigue and narcolepsy
-Predominantly a share based transaction,
adds additional specialist investors to the company
-Resurgent area for Pharma with multi billion transactions
in neuropsychiatry completed in December
-Name change to TheraCryf plc and ticker symbol
change to TCF effective 26 April 2024
• 0.9m gross raised in a placing and retail offer.
Management and board invested approximately
10% of the raise
BOARD CHANGES
• Retirement of Chair Barry Clare and
Non Executive director Susan Clement-Davies
• Senior Independent Non Executive director
Dr Susan Foden appointed Chair
• Dr Alan Barge appointed Senior Independent
Director, Chair of Remuneration and Audit
Committees
• Retirement of CFO and Executive Director,
Richard Moulson
• Toni Hänninen appointed as CFO
and Executive Director
INSIGHTFUL PHASE1B STUDY ON
COMMERCIAL GRADE TABLETS COMPLETED,
FORMAL CLINICAL STUDY REPORT (CSR)
COMPILED FOR FUTURE REGULATORY WORK
• SFX-01 Phase 1b study confirmed PK profile
for the commercial grade formulation
• No serious adverse events (SAEs) observed
as expected
• CSR review confirmed that total drug and
active metabolites were present at levels where
biological activity is seen in laboratory work
FINANCIAL HIGHLIGHTS
• Post tax loss of £3.1m
(2023: loss of £4.0m)
• Cash outflow from operations
of £3.4m (2023: outflow of £4.9m)
• Cash and short-term investments
and cash on deposit at 31 March
2024 of £2.0m (31 March 2023:
£5.0m)
OVERVIEW
02
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
THERACRYF
AT A GLANCE
WHO WE ARE
We are a clinical-stage, UK-based biotechnology company
focussed on profitable segments in oncology and
neuropsychiatry.
Our lead clinical asset, SFX-01 is a unique, patented form
of delivering sulforaphane which has shown potential in the
treatment of a number of cancers, neurodevelopmental
disorders and other diseases.
We are the only company with a pharmaceutical grade
sulforaphane molecule in clinical development. SFX-01, exploits
sulforaphane’s activity in three separate biochemical pathways;
inhibition of STAT3 and SHP2, of importance in cancers, and
up-regulation of Nrf2, a pathway of significance in a number
of different diseases, including Autism Spectrum Disorder.
Recent early data suggests SFX-01 may improve radiotherapy
treatment in a synergistic manner most likely through action
on a combination of these targets.
SFX-01 has been shown to be unusually well tolerated
in patients in the field of oncology.
WHAT WE DO
We collaborate with academics and biopharma companies
from around the world to identify the most attractive targets
for potential treatment with our sulforaphane-based drugs
and more recently our acquired neuropsychiatry portfolio.
We focus on the application of SFX-01 in cancers and
neurodevelopmental diseases where there is strong clinical
need and attractive commercial opportunity and execute early
clinical research.
We seek complementary assets and technologies in order
to broaden our pipeline in oncology and neuropsychiatry.
OUR MISSION
Our business model is to develop our drugs up to Phase II
proof of concept clinical trials, and then license to larger
pharmaceutical companies able to commercialise them.
In addition to our internal disease focus we will consider
opportunistic partnerships and out-licensing in other areas
where we are convinced of the scientific and commercial
rationale.
OUR TECHNOLOGY
Our patented Sulforadex® technology synthesises
sulforaphane into a well-tolerated, stable pharmaceutical
ingredient, unlocking its medical and commercial potential.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
SFX-01 will continue to be provided to academic groups
for pre-clinical evaluation in selected disease models.
The Company will have the right to access the pre-clinical
and clinical data generated by academic partners on fair
commercial terms to advance its clinical and commercial
development. Since the principal funding for these trials will
be obtained by the investigator/ institution they have limited
impact on our cash reserves.
We believe this strategy offers the best route to enhance
shareholder value and the opportunity for all stakeholders
to benefit from the undoubted potential of SFX-01 and our
broader technology platform.
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TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
OUR STRATEGY AND
BUSINESS MODEL
Early partnering of non-core
indications with suitable
licensees exemplified by the
out-license of SFX-01 to Stalicla
SA in neurodevelopmental
diseases
Supporting academic
and commercial partners
who have a compelling
scientific rationale for
studying sulforaphane in
cancer indications or in other
diseases and markets beyond
our development
programmes
Exploiting our leading,
patented technology
in sulforaphane science in a
semi-virtual business model
via outsourcing of R&D. Managed
by senior, highly experienced
in-house management
team
Developing our lead
molecule, SFX-01,
in selected cancers to deliver
phase II proof of
concept data, and then
out-license
OUR
OBJECTIVES
To improve disease outcomes
and generate attractive
returns for our shareholders
through:
Broadening our pipeline
through acquisition/licensing
of other molecules or companies
complementary to our
programmes exemplified
by our post period acquisition of
Chronos Therapeutics.
04
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
OUR PROGRESS
OVERVIEW
OUT-LICENSING
In late 2020 we concluded a transaction worth up USD160.5m
in milestones, for the global rights for lead asset SFX-01 in
neurodevelopmental disorders and schizophrenia to STALICLA
SA, a private Swiss biotech company specialising in the
identification of specific phenotypes of Autism Spectrum
Disorder (ASD) using its proprietary precision medicine
platform. We retain the global rights for all other indications.
In February 2024 we gave a notice of dispute to Stalicla.
The TheraCryf Board of directors believes that the Company
has met the terms required to satisfy the milestone, according
to the License Agreement, and thus the payment due.
Discussions continue constructively on the resolution
of the dispute.
CLINICAL PROGRESS
In the last year we completed the clinical study report
for our Phase Ib trial in human volunteers on schedule and in
readiness for further interactions with regulatory authorities.
Positive data has been generated regarding the absorption
of sulforaphane into the body from our novel enteric coated
tablet and the creation in the body of active metabolites The
study confirmed the safe and well-tolerated profile of SFX-01
with no serious adverse events (98.2% of all events were mild
in nature). The levels of active drug and metabolites seen in the
volunteers are in the range where profound biological activity
is seen in laboratory experiments.
Our collaborator Dr Marjolein Geurts, neuro-oncologist at the
Erasmus Medical Centre Rotterdam, Netherlands was awarded
a grant from the Netherlands government administered by
the Dutch cancer society, KWF for a €1.1m total project value
for in vitro, in vivo pre-clinical experiments on SFX-01 followed
by a window of opportunity clinical study in GBM patients.
This will minimise our costs of reaching clinical proof of
concept and maximise our cash runway whilst delivering
data on our lead internal programme.
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TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
OUR PROGRESS CONTINUED
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
PRE-CLINICAL COLLABORATIONS
The Company benefits from the support of a number of academic and clinical collaborators that are interested in the potential
of sulforaphane and SFX-01.
Experiments conducted under the Dutch government grant to the Erasmus MC using tissue from GBM tumours has shown
biological activity of SFX-01 corroboration earlier work by our collaborators in Italy and New Zealand.
In May last year we commenced a collaboration with Università Sapienza di Roma to investigate the hypothesis that SFX-01
could enhance the action of radiotherapy in cancer patients. In vitro data from radio-sensitisation studies has provided evidence
that this might be the case and implies a role for SFX-01 in a variety of cancers where radiotherapy is a standard treatment.
In the experiments conducted by the La Sapienza group, reversal of resistance to radiation was found in cells that were
deliberately modified to be resistant to radiation. During the reporting period these experiments were extended to in vivo mouse
models whereby rhabdomyosarcoma cells are implanted into the animals allowing treatment effects to be evaluated in life in a
more disease relevant condition. SFX-01 was shown to be effective in these models after oral administration complementing the
earlier in vitro results. SFX-01 was also given in combination with a radiotherapy regime where it was shown to act synergistically,
resulting in a more positive outcome than would be expected by simply adding the two agents together.
A further collaboration with the University of Michigan to investigate the potential anti-tumour effects of SFX-01 in colorectal
cancer has demonstrated biological activity of SFX-01 in models of this common cancer. Further data will be released from this
collaboration in the coming year.
* Post period due to the acquisition of Chronos Therapeutics
OUR PIPELINE
Discovery
Pre-clinical POC
Phase 1
Phase 2
Phase 3
SFX-01 - Breast Cancer
SFX-01 - Neurodevelopmental Disorders
SFX-01 - Glioblastom
SFX-01 - Rhabdomyosarcoma
NCE* - Ox1 in Addiction
NCE* - Ox1 in Anxiety
NCE* - DAT in Fatigue and Narcolepsy
STRATEGIC REPORT
06
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
Strong preclinical data has been generated in a new solid tumour
indication, glioblastoma (GBM), with further preclinical work
underway and designs for a Phase Ib/IIa trial being assessed.
Glioma is the most common form of brain tumour affecting around
five per 100,000 people. The more severe, grade IV classification,
glioblastoma, is a very serious form of brain tumour representing 45%
of all cases and has a poor prognosis with median survival of around
14 months. The five-year survival of the severe grades is 5%.
GLIOMA IS THE MOST
COMMON FORM OF BRAIN
TUMOUR AFFECTING
AROUND FIVE PER 100,000
PEOPLE.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
07
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
Image:
Tissue from a glioblastoma
brain tumour.
STRATEGIC
REPORT
08 Chair’s Statement
09 Chief Executive’s Review of Performance
13 Key Performance Indicators
14 Financial Review
14 S172 Companies Act Statement
15 Principal Risks and Uncertainties
STRATEGIC REPORT
08
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CHAIR’S STATEMENT
In a challenging period for non-revenue
Biotech companies, we have delivered
against our strategic objectives in the year
whilst conserving cash. We completed a
strategic review in the period that
demonstrated the need to broaden our
pipeline and reduce reliance on a single
asset. The internal focus on SFX-01 in brain
cancer coupled with an out-license
transaction in neurodevelopmental
disorders led us, post period, to conclude
a major acquisition Chronos Therapeutics
Ltd, a company focused on behavioural
brain disease.
Successful delivery against our strategic
objectives has included the following:
extending our cash runway through
prudent financial management,
securing non-dilutive funding for our
lead internal programme for SFX-01 in
GBM through to clinical evaluation and,
with our other academic collaborators,
observing further evidence of potential
utility of SFX-01 in cancers that we have
not studied before and that represent
high unmet medical needs.
We have further characterised SFX-01
by completing the clinical study report
for our Phase 1b healthy volunteer study
using our commercial grade tablet that
performed as expected. This is in
readiness for interactions with
regulatory authorities as we prepare for
further clinical trials in patients, notably
in GBM through our collaboration with
the Erasmus Medical Centre in the
Netherlands. Initial pre-clinical results
from this collaboration are encouraging.
Whilst we have announced a dispute
with our partner Stalicla SA on delivery
of a financial milestone, I am pleased
to report that constructive discussions
continue on its resolution.
During the year we said goodbye
to Barry Clare who retired as Chairman
in September 2023. We would like
to express our gratitude and thanks
to Barry for the enormous contributions
to the Company over the years. Susan
Clement Davies retired from the Board
in December 2023 after five years’
service to pursue other commitments
to whom we also express our thanks for
her guidance and support as an NED.
In September 2023, we extended a
warm welcome to Toni Hänninen as our
new CFO and later in January 2024, as
an executive director of the Company.
Toni brings considerable experience to
the Company from his time in large
public and private companies and AIM
listed biotech companies, most recently
Faron, and has been instrumental in the
successful delivery of the acquisition of
Chronos. We are delighted to have him
on board.
Post period we delivered against
another strategic objective, the
expansion of our pipeline via acquisition
of complementary assets. Chronos
Therapeutics Ltd has potential class
leading assets in behavioural brain
disorders, areas that are both resurgent
for our potential pharma partners and
represent high unmet medical needs.
The accompanying small capital raise
announced in early April 2024 allows us
to extend our cash runway further whilst
we seek non-dilutive funding for these
exciting programmes.
In this spirit, all members of the
management team have foregone
opportunities for cash bonus payments
for the year 2023-2024 and have agreed
to take share options to an equivalent
value in their place.
I thank the whole team for their
continuing loyalty and dedication during
this time.
Finally, it gives me great pleasure
to share with you that Professor Allan
Young, Chair of Mood Disorders and
Director of the Centre for Affective
Disorders at the Institute of Psychiatry,
Kings College London has accepted our
invitation to guide us in clinical strategic
planning for our two new assets.
Allan brings extensive knowledge and
experience in a wide area of
neuroscience, is recognised worldwide
as a leading expert in his field and a
clinical leader in the evaluation of
promising new approaches to address
complex neuropsychiatric disorders.
The board looks forward to another year
of delivery on SFX-01 approaching the
first clinical trial in GBM, to completing
the integration of Chronos Therapeutics
and to further funding and development
of our expanded portfolio of potentially
class-leading medicines.
Dr Susan Foden
Chair
27 May 2024
Post period we delivered against
another strategic objective, the expansion
of our pipeline via acquisition of
complementary assets.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
09
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CHIEF EXECUTIVE’S REVIEW
OF PERFORMANCE
We have responded positively to the
environmental headwinds by securing
non-dilutive funding for our lead clinical
stage programme in GBM that enables
us to treat patients in early 2026. We
have also completed to a regulatory
standard, the report on our internally
funded Phase 1b study on our
commercial grade SFX-01 tablet.
More data on the pharmacodynamic
effects of SFX-01 in this healthy volunteer
study are being generated and will be
made public in due course. We have
continued to optimise manufacturing for
SFX-01 in preparation for administration
of these novel SFX-01 tablets to patients.
Our pre-clinical academic collaborations
continue to deliver positive data on SFX-
01 in cancers that we have not hitherto
studied and that represent high unmet
medical needs including the childhood
cancer rhabdomyosarcoma and one of
the most common malignancies
worldwide, colorectal cancer.
Immediately post period we concluded
an acquisition that was a long standing
internal strategic objective. We
performed an extensive worldwide
search of companies or assets that were
complementary to our existing portfolio
and core competencies and concluded
that the behavioural brain disease
company Chronos Therapeutics in
Oxford, UK was the best fit of hundreds
of opportunities we evaluated.
We concluded the acquisition of
Chronos in early April of this year and are
in advanced stages of completing the
integration of the company. The pre-
clinical neuropsychiatry assets within
Chronos represent potentially class
leading profiles in addiction/ impulsivity/
anxiety and in fatigue and the orphan
condition narcolepsy. The programmes
fit well with our business model and
represent a substantial expansion and
diversification of our research pipeline.
Looking forward we are focussed
on preparation of SFX-01 for the grant
funded clinical study in GBM patients,
to continuing to work amicably with
our partner Stalicla and to unlocking
the value of our acquisition of Chronos
whilst remaining true to our strategy
of capital efficient drug development.
CLINICAL STAGE PROGRAMMES
Glioblastoma, GBM
GBM, the most severe form of the
primary brain cancer glioma has an
incidence of 3.8 per 100,000 people.
Prognosis with this severe form is poor
with median survival of approximately 14
months and five-year survival of around
5% of diagnosed patients. With treatment
options being limited to surgery
followed by radiotherapy and only one
drug approved for the condition, there is
a very high need for novel treatments.
SFX-01 was awarded orphan drug status
in this indication by the US FDA in late
2021 and regulatory scientific advice
received subsequently from the Dutch
Medicines Evaluation Board confirming
there are no specific concerns regarding
the clinical safety profile of SFX-01.
During the reporting period our
collaborator Dr Marjolein Geurts,
neuro-oncologist at the Erasmus
Medical Centre Rotterdam, NL was
awarded a grant from the NL
government administered by the Dutch
cancer society, KWF for a €1.1m total
project value for in vitro, in vivo pre-
clinical experiments on SFX-01 followed
by a window of opportunity clinical
study in GBM patients. The project
started on schedule in October 2023
with in vitro experiments from tumour
tissue donated by patients at Dr Geurts’
clinic. SFX-01 was shown to be active in
these samples, corroborating prior
published work from our collaborators
in Abruzzo, Italy and Auckland, New
Zealand. The Company is working
closely with Dr Geurts group on the
project providing expertise, research
quality SFX-01 and eventually SFX-01
tablets for use in the clinical study.
The clinical study is expected to
commence in early 2026 following
completion of the laboratory experiments
and approval from European regulatory
authorities for conduct of the study. The
window of opportunity study aims to
confirm that sulforaphane from SFX-01
enters the tumour tissue in patients and
also to assess interactions of the agent
with molecular targets in excised
tumour tissue.
Phase1/1b Human Volunteer Study
A Phase 1/1b study in healthy volunteers
of our novel SFX-01 formulation was
completed in 2023. The trial comprised
three cohorts of 8 volunteers each,
of which two in each cohort received
a placebo. The trial was randomised
and double-blinded. All participants had
received their final dose on schedule by
the end of January 2023. Analysis of the
pharmacokinetic (PK) data was
completed whilst analysis of effects
of SFX-01 administration on gene
expression data on the entire genome
of the volunteers on active drug and
placebo is underway.
During the period, the full clinical study
report (CSR) was completed for the PK
data from the study for future
submission to regulatory authorities.
The report confirmed that the PK data
showed reliable absorption of
sulforaphane at a time scale consistent
with the objective for the new
formulation. Results showed release
in the small intestine and protection by
the enteric coat on the tablet and the
reliable conversion in the body to active
metabolites. The total sulforaphane and
active metabolite levels were found at
concentrations that, in the test tube,
are responsible for profound biological
activity. There were no serious adverse
events reported. The Company plans
to publish the study in a reputable,
peer reviewed research journal in 2024.
As further data on the
pharmacodynamic effect of SFX-01 on
whole genome expression vs placebo in
these volunteers become available, they
will be made public.
We have responded positively to the
environmental headwinds.
STRATEGIC REPORT
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TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CHIEF EXECUTIVE’S REVIEW
OF PERFORMANCE CONTINUED
PRE-CLINICAL PROGRAMMES
We continue to support academic
research to broaden the potential range
of applications for SFX-01 and increase
our mechanistic understanding in
various disease areas of high unmet
medical need.
Erasmus Medical Centre (MC)
Rotterdam, Netherlands
As described in the clinical section
above, experiments conducted under
the Dutch government grant to the
Erasmus MC using tissue from GBM
tumours has shown biological activity
of SFX-01. This work continues as a
precursor to proceeding to a clinical
trial in the same centre.
Università Sapienza di Roma, Italy
Based on previous findings from pre-
clinical work in glioma, in May 2022 the
Company commenced a collaboration
with Prof. Francesco Marampon, of
Università Sapienza di Roma to
investigate the hypothesis that SFX-01
could enhance the action of
radiotherapy in cancer patients.
The scientific work evaluated the
anti-tumour activity of SFX-01 in
two preclinical cellular models
of rhabdomyosarcoma (RMS) tumours,
the most frequent soft tissue sarcoma
in childhood. This disease is mostly
diagnosed in children under 10 years old.
The in vitro data showed that SFX-01
reduced tumour cell growth by inducing
G2 cell cycle arrest and triggering early-
apoptosis (cell death). In addition, SFX-01
was shown to be effective both as a
single agent and in combination with
radiotherapy where it was found to be
synergistic; it created a more positive
outcome than would be expected by
simply adding the two agents together.
The results also showed that SFX-01
was able to reduce tumour cell growth
in clinically relevant radioresistant RMS
cells, substantially inhibiting the
formation of cancer stem cell-derived
tumourspheres (rabdospheres).
The results were presented in a poster
at the ESMO Sarcoma and Rare Cancers
Congress (March, 2023), in Lugano
Switzerland.
During the reporting period these
experiments were extended to in vivo
mouse models whereby
rhabdomyosarcoma cells are implanted
into the animals allowing treatment
effects to be evaluated in life in a more
disease relevant condition. SFX-01 was
shown to be effective in these models
after oral administration
complementing the earlier in vitro
results. SFX-01 was also given in
combination with a radiotherapy regime
where it was shown to act synergistically,
resulting in a more positive outcome
than would be expected by simply
adding the two agents together. These
data are due to be submitted for
publication in a peer reviewed journal
once finalised.
University of Michigan
Colorectal cancer is considered to be
the third most common form of cancer
worldwide, with between 1.5-2 million
annual diagnoses, and the second
leading cause of cancer-related deaths.
There has also been an alarming global
rise in early-onset colorectal cancer
occurring in individuals under 50 years
of age. Treating colorectal cancers can
be difficult and does not always lead
to a cure especially in advanced stages.
Therefore, there is a strong need to
develop chemoprevention strategies
as well as better treatment options.
A collaboration with the laboratories
of Professor Grace Chen, Associate
Professor Justin Colacino, and Professor
Duxin Sun at the University of Michigan,
USA have generated data during 2024
where activity of SFX-01 was observed in
models of colon cancer. The in vitro and
in vivo studies, funded by the USA
National Cancer Institute and the
University of Michigan will be generating
data continuously throughout the
project. The project is ongoing and
further data will be made public in
due course.
OUTLICENSING
STALICLA partnership
In October 2022, the Company licensed
the global rights for lead asset SFX-01
in neurodevelopmental disorders and
schizophrenia to STALICLA SA (Stalicla),
a Swiss company specialising in the
identification of specific phenotypes of
ASD, using its proprietary precision
medicine platform. The Company
retains the global rights for all other
indications.
The financial terms include a signing
fee of $0.5m to acquire the license and
$0.5m on completion of the human
volunteer Phase 1/1b study (anticipated
during Q2 2023); the latter will provide
data to support Stalicla’s clinical trials
and both will contribute to the costs
of supplying SFX-01 for these trials.
Thereafter, milestone payments that
reflect progress by Stalicla in their
development programme up to
commercial launch amount to $26.5m,
including $5m on grant of IND by the
FDA (anticipated by the end of 2024.
Total milestones of up to $160.5m are
payable. Royalties payable to us on sales
are in the low to medium double-digit
range in all scenarios, including on-
licensing by Stalicla and use of SFX-01
in further licensed indications.
Previous studies with other sources of
sulforaphane have shown evidence of
clinical efficacy in improving symptoms
of ASD (e.g., Singh et al 2014). However,
patient heterogeneity provides a
challenge in identifying those
individuals likely to respond to therapy.
Stalicla has a unique, proprietary
technology to identify ASD patients who
are most likely to respond to SFX-01.
This screening approach has already
been used successfully to identify ideal
patients for other ASD drug trials and
is a key differentiator for Stalicla in
developing drugs for such a wide
spectrum disorder as ASD.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CHIEF EXECUTIVE’S REVIEW
OF PERFORMANCE CONTINUED
These assets are at the late pre-clinical stage and comprise:
• Orexin-1 antagonist with potential utility in addiction, impulsive behaviours and addiction. The profile of the Chronos asset
is the most selective of its type yet discovered. Orexins in the brain have two receptors that they engage with – the orexin-1
receptor and the orexin-2 receptor. Blocking the orexin-2 receptor causes sedation and sleep whilst blocking the orexin-1
receptor is thought to reduce impulsive behaviour and anxiety.
- A critical factor in the design of an orexin-1 antagonist (blocker) is a high level of engagement with the orexin-1 receptor
and as low as possible level of engagement with the orexin-2 receptor.
- The Chronos molecule is the most selective blocker of the orexin-1 receptor yet discovered with little or no blockade of the
orexin-2 receptor, minimising the potential for sedation as a side effect whilst maximising its potential effect in alleviating
symptoms of impulsivity and anxiety. Patents are granted for this molecule in major territories including the USA.
• Atypical dopamine transporter inhibitor with potential utility in fatigue due to a number of conditions like long COVID
and multiple sclerosis. The asset has also been seen to be effective in models of the orphan condition narcolepsy.
- Dopamine is well known as an alerting agent in the brain in addition to a role in reward. Low brain dopamine levels lead
to symptoms of fatigue and apathy. There is a specific neurodegenerative condition that has been known for centuries
where a discrete group of dopamine secreting nerve cells break down – Parkinson’s disease.
- The Chronos molecule has a unique profile in that it causes a gentle increase in brain dopamine in models without
an accompanying dopamine “rush” which is undesirable and is caused by addictive agents like amphetamine.
The Chronos molecule avoids amphetamine- like issues, leading to the potential for alleviating fatigue and apathy
without these undesirable properties. Patents are granted for this molecule in most major territories worldwide.
Chronos Therapeutics Ltd has a sophisticated group of investors such as Vulpes life sciences and The University of Oxford
who are now investors in TheraCryf plc. TheraCryf is seeking partnerships and non-dilutive funding for these programmes
in resurgent areas for the pharmaceutical sector.
AQUISITION: CHRONOS THERAPEUTICS
CHRONOS BECAME A WHOLLY OWNED SUBSIDIARY OF THERACRYF PLC
ON 5 APRIL 2024. ORIGINALLY A SPIN OUT OF THE UNIVERSITY OF OXFORD,
CHRONOS HAS DEVELOPED POTENTIALLY CLASS-LEADING MOLECULES
IN BEHAVIOURAL BRAIN DISEASE.
STRATEGIC REPORT
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TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CHIEF EXECUTIVE’S REVIEW
OF PERFORMANCE CONTINUED
OUTLICENSING CONTINUED
In February 2024 we gave a notice of
dispute to Stalicla. The TheraCryf Board
of directors believes that the Company
has met the terms required to satisfy the
milestone, according to the License
Agreement, and thus the payment due.
In order to effect the payment, the
Company has taken the decision to
formally implement the dispute
resolution process detailed in the
License Agreement, the first step of
which is the issuance of a dispute notice.
As stated in the half year results in
October 2023, we have not anticipated
any milestone payments from Stalicla
in our financial forecasting and our
cash runway remains unchanged.
We continue to discuss amicably
with Stalicla board members a route
to resolve the current dispute and will
provide updates once these discussions
conclude.
PEOPLE
After a substantial period chairing
the board both as a private and public
company since 2007, founding Chair
Barry Clare announced his intention to
retire from the board. This was effective
on 21 September 2023.
Dr Susan Foden, previously senior
independent non-executive director was
appointed Chair from the same date.
Dr Alan Barge, previously NED became
senior independent non-executive
director and chair of the Remuneration
and Audit Committees on Dr Foden’s
appointment as Chair.
After five years as a non-executive
director of the Company, Susan
Clement-Davies retired from the board
effective on 31 December 2023.
Following an extensive recruitment
project through an executive search
company, Toni Hänninen agreed to
serve as Chief Financial Officer in
September 2023. He was appointed
to the Board as an Executive director
in January 2024.
POST PERIOD EVENTS
In April 2024 the Company announced
that, following a general meeting, it had
agreed to acquire the entire issued share
capital of Chronos Therapeutics Limited
(Chronos), for an initial consideration of
£899,481 payable in Ordinary Shares at
a price of 1.44 pence per Ordinary Share,
potentially increasing to up to c.£3.4
million subject to the achievement of
certain milestones (the “Acquisition”).
The Company further announced that
it had raised £0.85 million (before
expenses) via a Placing and Subscription
and a further £0.05 million via a retail
offer making gross proceeds of £0.9m.
Over 10% of the proceeds were via
participation in placing or subscription
by the Company’s board and
management.
Chronos became a wholly owned
subsidiary of the Company at that time.
The acquired programmes comprise
two late pre-clinical stage assets; an
orexin-1 receptor antagonist (Ox-1)
targeting addition, impulsivity and
anxiety and an atypical dopamine
transporter inhibitor (DAT) targeting
fatigue and the orphan condition
narcolepsy. These neuropsychiatric
indications are in a resurgent area for
large pharmaceutical companies with
two multi billion-dollar acquisitions of
clinical stage companies being
announced in December 2023.
The acquisition increases the Company’s
research and development portfolio by a
factor of three, increasing opportunities
to deliver on the business model of
creating compelling pre-clinical and/or
clinical data sets then monetising assets
by out licensing to large companies this
enhancing shareholder value.
Reflecting this broader mission, Evgen
Pharma plc was renamed TheraCryf plc
and the ticker symbol changed to TCF.L
effective on 26 April 2024. The name,
TheraCryf, is a blend of the Greek for
treating medically “Thera” and the
Welsh for strong, “Cryf”, to reflect the
aims of the Company to develop a new
generation of innovative therapeutics
in attractive segments within oncology
and neuropsychiatry.
OUTLOOK
Our outlook in the coming year is
enhanced by non-dilutive funding,
high quality academic collaborations
and our recent acquisition. We look
forward to supporting the grant funded
work for SFX-01 on GBM in Rotterdam.
This will lead to a clinical trial in this
devastating disease once our
manufacturing and increased
interactions with European regulatory
authorities complete. We expect the
start of clinical read outs in in GBM
during 2026. We anticipate publication
of our Phase 1/1b PK study in a peer
reviewed journal in the coming year
and to making public the effects of
SFX-01 on gene expression data versus
placebo from the same study.
Our pre-clinical collaborations continue
to generate data on the effectiveness
of SFX-01 as a sole agent and as an
enhancer of radiotherapy and we
anticipate more data from those
collaborations in the coming year.
We will see grant of further composition
of matter patents on our acquired
neuropsychiatry assets form Chronos
and plan to continue the development
of at least one of those assets via
non-dilutive funding in 2024/25.
With an extended cash runway an
expanded, balanced and risk-adjusted
portfolio, we believe that we have the
strategy and team to deliver substantial
shareholder value at a difficult time.
Thank you to our loyal shareholders
for their commitment and support.
Dr Huw Jones
Chief Executive Officer
27 May 2024
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
KEY PERFORMANCE
INDICATORS
Key Performance Indicators include a range of financial and other measures (such as clinical trial progress).
Details about the progress of our development programmes (non-financial measures) are included elsewhere
in this Strategic Report, and below are the other indicators (financial measures) considered pertinent
to the business.
Year-end cash, short-term
investments and cash held on deposit
The decrease in year-end cash reflects
corporate costs, manufacturing work
and execution of the Phase I PK/PD
study, less receipt of the R&D tax credit
(£0.91m). There was no fundraising
activity in the year.
Net cash outflow from operating
activities (before monies placed on
fixed term deposits)
The net cash outflow reflects
corporate costs and the costs incurred in
manufacturing, pre-clinical and clinical
expenditures.
Operating loss
The decrease in operating loss
compared with 2023 reflects reduction
of manufacturing and completion of our
internally-funded Phase 1/1b clinical
study mainly in the prior year, reducing
costs, less £396k in revenue from the
Stalicla deal.
2024
£2.0m
2023
£5.0m
2022
£9.0m
2024
£3.0m
2023
£4.1m
2022
£2.6m
2024
£3.6m
2023
£5.1m
2022
£3.2m
£2.0M
Cash position
short-term investments and
cash held on deposit:
(2023: £5.0m)
£3.0M
Net cash outflow
from operating activities (before
monies placed on fixed term
deposits) (2023: £4.1m)
£3.6M
Operating loss
(2023: £5.1m)
STRATEGIC REPORT
The financial performance for the year ended 31 March 2024
was in line with expectations.
Losses
The total loss for the year was £3.1m (31 March 2023: £4.0m)
including a charge for share-based compensation of £0.1m
(2023: £0.2m). Operating expenses excluding share-based
compensation were lower than in 2023 at £3.8m (2023: £5.4m)
due to less manufacturing costs incurred in 2024.
Research and development (R&D) expenditure
Our external spend on R&D expenditure decreased by £1.6m
on the prior year to £1.7m (31 March 2023: £3.3m). This reflects
reduction of product manufacturing work and earlier
completion of our Phase 1/1b clinical study.
Share-based compensation
Accounting standards require a charge to be made against
the grant of share options and recognised in the Consolidated
Statement of Comprehensive Income. Where such options
lapse ahead of their vesting date the relevant charges are
written back. There was an overall charge for the year in
relation to share-based payments of £0.1m (2023 : £0.2m),
which has no impact on cash flows.
Headcount
Average headcount of the Group for the year was 9 (2023: 10).
Taxation
The Group has elected to claim research and development
tax credits under the small or medium enterprise research
and development scheme of £0.43m (2023: £0.93m).
Share capital
No issues of shares were made during the year (2023: none).
At 31 March 2024 and 31 March 2023 there were 274,888,117
shares of 0.25p each in issue.
Cash flows and financial position
The cash position (including short term deposits) at 31 March
2024 decreased to £2.0m (31 March 2023: £5.0m) reflecting R&D
and corporate costs, less £0.91m received from R&D tax credits.
The net asset (including cash position) at 31 March 2024
decreased to £2.3m (31 March 2023: £5.3m). The net current
asset (including cash position) at 31 March 2024 decreased
to £2.3m (31 March 2023: £5.3m).
The Directors acknowledge their duty under section 172
of the Companies Act 2006 and consider that they have, both
individually and collectively, acted in the way that, in good faith,
would be most likely to promote the success of the Company
for the benefit of all shareholders. In doing so, the Directors
have regard (amongst other matters) to:
• The likely consequences of any decision in the long term
• The interests of the Company’s employees
• The need to foster the Company’s business relations
with suppliers and others
• The impact of the Company’s operations
on the community and the environment
• The Company’s reputation for high standards
of business conduct
• The need to act fairly as between members
of the Company.
In particular given the size of TheraCryf:
Business reputation
The Group operates in a highly regulated sector and the Board
is committed to maintaining the highest standards of conduct
and corporate governance. Further details are set out in the
Corporate Governance Report on page 22 and 23.
Consequences of long-term decisions
The Board is responsible for decisions made for the long-term
success of the Group and the implementation of strategic,
operational and risk management decisions. Further
information on business strategy and developments during
the year are set out on pages 3 and 9-12.
Employee engagement
As a very small company in terms of staff, Board members
have multiple points of contact with staff; through Board
meeting feedback, participation in weekly management
meetings involving all staff, and ad hoc interactions in relation
to specific matters. These forums provide staff with an
opportunity to give their views which can then be taken into
account in making decisions likely to affect their interests.
Specific matters of concern to them as employees are dealt
with in management meetings and by email. Corporate
developments and Company performance are discussed
weekly in management meetings.
All staff are eligible for the Group’s share option scheme and
this encourages involvement in the Company’s performance.
Stakeholder Engagement
The Group has a small number of major suppliers and
consultants that support its delivery of strategy and corporate
goals. The selection of, relationships with, and execution of,
contracted work by these parties is considered at least weekly
by the Executive Directors and at each Board meeting by all
Directors. Where appropriate, the Chairman and/ or non-
executive directors participate in engagement with these
parties, and where appropriate, Board members are involved
in meetings with such parties.
Community and Environment
The Board does not believe that the Group has a significant
impact on the communities and environment in which it
operates. The Board recognises that the Group has a duty
to minimise harm to the environment and to contribute as
far as possible to the local community in which it operates.
14
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
FINANCIAL REVIEW
S172 COMPANIES ACT
STATEMENT
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
PRINCIPAL RISKS AND
UNCERTAINTIES
15
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
TheraCryf is a biopharmaceutical company and, in common with other companies operating in the sector, is subject to a number
of risks. The principal risks and uncertainties identified by the Group for the year ending 31 March 2024 are set out below.
Risk Description
Development The Group is at a relatively early stage of development and may not be successful in its efforts
to develop approved or marketable products. Technical risk is present at each stage of the
development process which is a highly regulated environment which presents technical
and operational risk. There can be no guarantee that the Group will be able to, or that it will be
commercially advantageous for the Group to, develop its Intellectual Property through entering
into licensing deals with pharmaceutical companies.
Commercial The biotechnology and pharmaceutical industries are very competitive. The Group’s competitors
include major multinational pharmaceutical companies, biotechnology companies and research
institutions. Many of its competitors have substantially greater financial, technical and other
resources. The Group’s competitors may succeed in developing, acquiring or licensing drug
product candidates that are more effective or less costly than those the Group is developing,
or may develop, and this may have a material adverse impact on the Group.
Regulatory The Group’s operations are subject to laws, regulatory approvals, and certain government
directives, recommendations and guidelines. There can be no assurance that future legislation
will not impose further government regulation which may adversely affect the business
or financial condition of the Group.
Intellectual property (IP) The Group’s success depends in part on its ability to obtain and maintain patent protection for its
technology and potential products in the United States, Europe and other countries. If the Group is
unable to obtain and maintain patent protection for its technology and potential products, or if the
scope of patent protection is not sufficiently broad, competitors could develop and commercialise
similar technology and products, which could materially affect the Group’s ability to successfully
commercialise its technology and potential products. The Group is exposed to additional IP risks,
including infringement of IP rights, involvement in lawsuits and the inability to protect the
confidentiality of its trade secrets which could have an adverse effect on the success of the Group.
Financial The Group has a limited operating history, has incurred significant losses since its inception and
does not have any approved or revenue generating products. The Group expects to incur losses for
the foreseeable future, and there is no certainty that the business will generate a profit. The Group
may not be able to raise additional funds that will be required to support its product development
programs or commercialisation efforts, and any additional funds that are raised may cause dilution
to existing shareholders.
Operational The Group’s future development and prospects depend to a material extent on the experience,
performance and continued service of its senior management team including the Directors.
The Directors believe the senior management team is appropriately structured for the Group’s
size and stage of development and is not overly dependent on any one individual. The Group has
entered into contractual arrangements with these individuals with the aim of securing the services
of each of them. Retention of these services or the identification of suitable replacements cannot
be guaranteed. The loss of the service of any of the Directors or senior management and the cost
of recruiting replacements may have a material adverse effect on the Group and its commercial
and financial performance.
This report was approved by the Board of Directors on 27 May 2024 and signed on behalf of the Board of Directors by:
Dr Huw Jones
Chief Executive Officer
27 May 2024
GOVERNANCE
16
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
Receptors are found in the hypothalamus, enteric nervous system
and gut. Orexigenic signalling via the OX-1 receptor has been
implicated in several addictive disorders including binge eating
disorder (BED) and alcohol use disorder (AUD).
Proof of concept data has been generated in a rodent model
of BED with TheraCryf’s candidate Ox1 antagonist.
Clinical trials using orexin 1 antagonists have demonstrated
alleviation of panic and anxiety in human models of these
conditions.
OREXIN HAS A ROLE
IN REWARD, FEEDING
BEHAVIOUR & ANXIETY
VIA THE OX-1 RECEPTOR.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
17
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
GOVERNANCE
18 Board of Directors
20 Directors’ Report
22 Corporate Governance Report
24 Remuneration Committee Report
28 Audit Committee Report
29 Statement of Directors’ Responsibilities
Image:
Receptors are found
in the hypothalamus.
18
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
BOARD OF DIRECTORS
GOVERNANCE
DR SUSAN FODEN
Chair
Susan has broad experience in executive and non-executive
roles at both public and private companies and at funding
organisations. She was previously Senior Independent Director
and Chair of the Remuneration Committee at Vectura plc,
Non-Executive Director of BTG plc (through to their acquisition
by Boston Scientific) and is a former Chair of BerGenBio AS.
She is currently executive Chair of QBiotics, non-executive
director of Laverock Therapeutics Ltd and is a member of the
Investment Committee for CD3, the joint drug discovery
initiative between the University of Leuven & the European
Investment Fund (EIF). She studied biochemistry at the
University of Oxford, obtaining an MA and a DPhil.
DR HUW JONES
Chief Executive Officer
Huw has over 30 years’ experience of leadership roles in
public and private R&D-based companies within the
biotechnology and pharmaceutical sector including CV
Therapeutics, Elan Corporation and SB (GSK). Huw has a
particular focus on pre-clinical and clinical drug
development, commercialisation, dilutive and non-dilutive
financing and business development. Most recently he was a
non-executive director of Ixaka Ltd and Chairman of Chronos
Therapeutics Ltd. He is a non-Executive director of biotech
membership organisation OBN. Huw holds a PhD in
pharmacology from the University of Birmingham, UK.
19
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
BOARD OF DIRECTORS CONTINUED
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
TONI HÄNNINEN
Chief Financial Officer
Toni has over 20 years’ experience in business development
and senior finance roles in both public and private companies,
working in mature and emerging markets particularly in
Europe and the USA where he has accomplished successful
fundraises, transactions and fiscal management in the sector.
He was previously CFO at Faron Pharmaceuticals Ltd., an AIM
and Nasdaq First North listed clinical stage biopharmaceutical
company based in the Finland and the US developing novel
treatments for medical conditions with significant unmet
needs. Toni has an MBA from the Helsinki School of Economics
(currently Aalto University).
DR ALAN BARGE
Non-Executive Director
Alan is a Venture Partner at Delin Ventures and CEO of a Delin
portfolio company, Tilikum Therapeutics. He is the former chief
medical officer of Singapore-based ASLAN Pharmaceuticals
PTE. Up until 2011, he was vice-president and head of oncology
& infection at AstraZeneca, a role in which he was responsible
for the overall strategy in oncology and infection from drug
discovery to proof-of-concept. He was also chairman of
AstraZeneca’s Therapy Area Portfolio Team and accountable
for the design and delivery of all projects, including budgetary
oversight. Prior to his career at AstraZeneca, Alan was
European and global medical director for Amgen Inc.
20
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 MARCH 2024
GOVERNANCE
Financial Statements
The Directors of TheraCryf plc (formerly Evgen Pharma
plc)(registered in England and Wales: 09246681) present
their report together with the audited consolidated financial
statements and the Company financial statements for the year
ended 31 March 2024.
Directors
The Directors of the Company who served during the year and
up to the date of this report, unless otherwise indicated, are as
follows:
Biographical details of TheraCryf’s Directors are shown
on pages 18-19.
The Group maintained Directors’ and Officers’ liability
insurance cover throughout the year and the prior year.
Principal activities of the Group
Details of current and future trading as well as the principal
risks and uncertainties are included in the Strategic Report
on pages 8-15.
Business Review and Key Performance Indicators
The review of the business, future trading and key
performance indicators are covered in the Strategic Report
on pages 8-15.
Financial results and dividends
The Group’s results for the year ended 31 March 2024 are
presented on page 36. The Group’s net loss after tax for the
year was £3.1m (2023: £4.0m). No dividends have been paid in
this or the prior year and there have been no significant post
balance sheet events. Details of financial instruments are set
out in Note 19.
Directors’ interests in share options
Details of Directors’ interests in shares, share options and
service contracts are shown in the Directors’ Remuneration
Report.
Research and Development
The Group is continuing to research products in its chosen area.
Employee involvement
Employee involvement in the overall performance of the Group
is encouraged through both formal and informal meetings
which deal with a range of matters including the Group’s
financial performance, development progress and health and
safety. Copies of the Annual Report and Interim Report are
made available to all employees.
Political donations
The Group made no political donations in the current
or prior year.
Authority to issue shares
At the Annual General Meeting on 20 July 2023 authority will
be sought from shareholders to allow the Directors to allot
relevant securities up to an aggregate nominal value of
£229,073 representing one-third of the issued share capital,
and to allot for cash equity securities having a nominal value
not exceeding in aggregate £137,444 (being 20% of the issued
share capital).
Substantial shareholdings
At 07 June 2023, the Company had received notification from
the following financial institutions of their and their clients’
interest in the following disclosable holdings, which represent
3% or more of the voting rights of the issued share capital of
the Company:
Number of % of issued
Major Shareholders Shares held share capital
JR Kight 33,100,000 12.0%
Octopus Investments 21,875,000 8.0%
SPARK Impact 16,186,446 5.9%
Seneca Investment Managers 14,932,071 5.4%
AXA Framlington 13,399,724 4.9%
Chelverton Asset Management 12,500,000 4.5%
RAB Capital 8,750,000 3.2%
Newlands Capital 8,314,815 3.0%
Dr Susan Foden
Huw Jones
Toni Hänninen
Dr Alan Barge
Barry Clare
Richard Moulson
Susan Clement-Davis
Capacity
Non-Executive Director
Chair
Chief Executive Officer
Chief Financial Officer
Non-Executive Director
Chair until 21 September 2023
Chief Financial Officer until 20 July 2023
Non-Executive Director
Date
Appointed 21 November 2014
Appointed 22 September 2023
Appointed 01 October 2020
Appointed 01 January 2024
Appointed 21 October 2015
Appointed 02 October 2014
Resigned 21 September 2023
Appointed 17 January 2017
Resigned 20 July 2023
Appointed 01 November 2018
Resigned 31 December 2023
21
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
DIRECTORS’ REPORT CONTINUED
FOR THE YEAR ENDED 31 MARCH 2024
Going concern
At 31 March 2024, the Group had cash and cash equivalents
of £2.0 million.
The Directors have prepared detailed financial forecasts and
cash flows looking beyond 12 months from the date of the
approval of these financial statements. In developing these
forecasts, the Directors have made assumptions based upon
their view of the current and future economic conditions that
will prevail over the forecast period.
The coming cash flow predictions are based upon a period
of closely controlled cash flows in order to maintain ongoing
development at a level fit to our means. Non – dilutive sources
of funding are being explored in order to accelerate
development of the Chronos portfolio in line with our
corporate objectives.
The Directors estimate that the cash held by the Group
together with known receivables will be sufficient to support
the planned level of activities to the fourth quarter of 2025.
They have therefore prepared the financial statements on
a going concern basis.
Strategic Report
The information required by schedule 7 of the Large and
Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 has been included in the separate Strategic
Report in accordance with section 414C (11) of the Companies
Act 2006 (Strategic Report and Directors’ Reports)
Regulations 2013.
Disclosure of information to auditor
In the case of each of the persons who are Directors
of the Company at the date when this report is approved:
• so far as each of the Directors is aware, there is no relevant
audit information (as defined in the Companies Act 2006)
of which the Company’s auditor is unaware; and
• each of the Directors has taken all steps that he/she ought
to have taken as a Director to make himself/herself aware
of any relevant audit information and to establish that the
Company’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.
Independent Auditors
RSM UK Audit LLP have expressed their willingness
to continue in office as auditors for the year. A resolution
to reappoint them will be presented at the forthcoming
Annual General Meeting (AGM).
The notice convening and giving details of the 2024 AGM
of the Company on 18 July 2024 will be sent to shareholders
in due course.
Approved by the Board of Directors and signed on behalf
of the Board.
Dr Susan Foden
Chair
27 May 2024
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
22
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CORPORATE GOVERNANCE
REPORT
GOVERNANCE
The Board applies the Quoted Companies Alliance (“QCA”)
Corporate Governance Code (to the extent practical given the
Group’s size and stage of development). The Directors support
high standards of corporate governance and regard the QCA
Code as appropriate to its stage of development. TheraCryf’s
strategy and business model are set out in the Strategic Report
on page 3.
Details of the role and activities of the Audit and Remuneration
Committees are set out in subsequent sections of this report.
Full details of our Corporate Governance approach can be
found on our website: www.theracryf.com.
Board Structure
The Board is responsible to shareholders for the proper
management of the Group. A statement of Directors’
responsibilities is set out on page 29.
The Chairman and Non-Executive Directors have a particular
responsibility to ensure that the strategies proposed by the
Executive Directors are fully considered. The Board currently
comprises the Chairman, two Executive Directors and one
other Non-Executive Director. The Board considers the Chair
and the Non-Executive Director to be independent. The
Chairman and Non-Executive Director receive a fee for their
services. The Board holds regular meetings and is responsible
for formulating, reviewing and approving the Group’s strategy,
budgets and corporate actions and overseeing the Group’s
progress to its goals.
The Board collectively has considerable experience in scientific,
operational and financial development of biopharmaceutical
companies. The experience, personal qualities and skills of the
Directors are set out on pages 18-19. The Directors regularly
review the composition of the Board to ensure that it has the
necessary breadth and depth of skills to support the ongoing
development of the Group.
The Chairman and Non-Executive Director maintain their skill
sets through a combination of other executive, non-executive
and advisory roles. In addition, knowledge is kept up to date
on key issues and developments pertaining to the Group,
and corporate governance matters, through updates from
the Executive Directors and various external advisers.
Board Committees
The Board has established Audit and Remuneration Committees
of the Board with formally delegated duties and responsibilities.
The membership and activity of these Committees are discussed
in more detail in their respective reports.
Group culture
The Board seeks to maintain the highest standards of integrity
and probity in the conduct of the Group’s operations. These
values are enshrined in the working practices adopted by all
employees in the Group and consistent with the Group’s
strategy; they reflect the high ethical and regulatory
compliance required of a biopharmaceutical business.
The small number of staff within the Group allows for an open
culture to be maintained with weekly communication to staff
regarding progress, and staff feedback is regularly sought.
Non-Executive Directors have frequent contact with various
staff members and are able to monitor culture accordingly.
The Group is committed to providing a safe environment for
its staff and all other parties for which the Group has a legal or
moral responsibility in this area. Health and Safety is a standing
agenda item at all Board meetings with any incidents reported
at these meetings.
Frequency of, and attendance at, meetings
During the year the Group held formal Board meetings, Audit
Committee meetings and Remuneration Committee
meetings with attendance at these meetings as follows:
Board Audit Remuneration
Meetings Committee Committee
Huw Jones 10/10 N/A N/A
Toni Hänninen 3/10 N/A N/A
Barry Clare 4/10 N/A 3/7
Richard Moulson 3/10 N/A N/A
Dr Susan Foden 10/10 4/4 7/7
Dr Alan Barge 7/10 3/4 4/7
Susan Clement-Davies 7/10 3/4 4/7
Dr Alan Barge, Dr Sue Foden and Susan Clement-Davies
are considered to be independent Non-Executive Directors.
These Directors are required to work a minimum of two
days per month.
23
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CORPORATE GOVERNANCE
REPORT CONTINUED
Risk Management and Control
The Board is responsible for the systems of risk management
and internal control and for reviewing their effectiveness.
The internal controls are designed to manage rather than
eliminate risk and provide reasonable but not absolute
assurance against material misstatement or loss. Through the
activities of the Audit Committee, the effectiveness of these
internal controls is reviewed annually.
The Group operates in an inherently high risk and heavily
regulated sector and this is reflected in the principal risks
and uncertainties set out on pages 15.
The Group maintains a risk register to monitor the various
operating, financial, commercial and strategic risks faced by
the business. This is reviewed and discussed at each monthly
Board meeting.
A comprehensive budget is prepared annually and a
forecasting process is completed each month. Both are
reviewed and approved by the Board. The Group’s results,
compared with the budget, are reported to the Board at each
monthly Board meeting.
The Group maintains appropriate insurance cover in respect
of actions taken against the Directors because of their roles,
as well as against material loss or claims against the Group.
The insured values and type of cover are comprehensively
reviewed on a periodic basis.
The senior management team meet weekly to monitor
clinical progress and to consider new risks and opportunities
presented to the Group, communicating and advising the
Board as appropriate.
Corporate Social Responsibility
The Board recognises the growing awareness of social,
environmental and ethical matters and it endeavours to take
into account the interest of the Group’s stakeholders, including
its investors, employees, suppliers and business partners, when
operating the business.
Employment
The Board recognises its legal responsibility to ensure the well-
being, safety and welfare of its employees and maintain a safe
and healthy working environment for them and for its visitors.
Relations with shareholders
The Board recognises the importance of communication with
its shareholders to ensure that its strategy and performance is
understood and that it remains accountable to shareholders.
The website has a section dedicated to investor matters and
provides useful information for the Company’s owners.
The Board as a whole is responsible for ensuring that a
satisfactory dialogue with shareholders takes place, while the
Chairman and CEO ensure that the views of the shareholders
are communicated to the Board as a whole. The Board ensures
that the Group’s strategic plans have been carefully reviewed
in terms of their ability to deliver long-term shareholders value.
Fully audited Annual Reports are published, and Interim
Results statements notified via Regulatory Information Service
announcements. All financial reports and statements are
available on the Company’s website.
Shareholders are welcome to attend the Group’s AGM,
at which they will have the opportunity to meet the Board.
All shareholders will have at least 21 days’ notice of the AGM
at which the Directors will be available to discuss aspects
of the Group’s performance and to receive questions.
Board Performance
Appraisals are carried out annually with both Executive
Directors and an internal review of Board performance is also
carried out. The Board may utilise the results of the evaluation
process when considering the adequacy of the composition
of the Board and for succession planning.
Dr Susan Foden
Chair
27 May 2024
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
24
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
REMUNERATION
COMMITTEE REPORT
The members of the Remuneration Committee are Susan Clement-Davies (until 31 December 2023), Barry Clare (until 21
September 2023) and Dr Alan Barge (from 31 December 2023). Dr Susan Foden was the Chair of the Remuneration
Committee, until 21 September 2023 when she became Chair of the Board, and was succeeded by Susan Clement-Davies
(from 21 September until 31 December 2023) and then Dr Alan Barge (from 31 December 2023 onwards).
The responsibilities of the Committee include the following:
• Determining and agreeing the remuneration policy for the Company.
• Determining remuneration structures through which the policy is implemented.
• Conducting an annual salary review and determining the actual annual remuneration for the Executive Directors
and senior management team
• Reviewing the remuneration of the Chairman of the Board and the Non executive directors and recommending
any changes thereto.
Our aim has been to deliver a remuneration programme that rewards both achievement of short-term goals and fulfilment
of our longer-term objectives in realising the clinical and commercial potential of our sulforaphane technology.
The remuneration policy is the responsibility of the Remuneration Committee, a sub-committee of the Board. The Executive
Directors attend meetings by invitation but no Director is involved in discussions relating to their own remuneration.
We recognise the need to retain and motivate our Executive Directors and senior management team and the need to avoid
making remuneration decisions solely based on shorter-term volatility. Accordingly, we include two performance-based elements
in our remuneration. A short-term annual bonus programme, with pay-out based on achievement against corporate goals set for
that year; and a long-term equity-based programme of share options, vesting after three years for the most part subject to the
achievement of substantial, longer-term strategic objectives and share price performance
Remuneration Policy for Executive Directors
The Remuneration Committee sets a remuneration policy that through competitive salaries and short-term incentives by way
of annual bonus aims to align remuneration with the attraction and retention of the best talent for the benefit of the Group and
incentivises and retains key employees by way of a longer-term element of reward aligned with shareholder interest and share
price performance.
Since IPO TheraCryf has operated the following share plans:
• TheraCryf Deferred Bonus Plan (DBP)
• TheraCryf Long Term Incentive Plan (LTIP)
These plans are intended to maintain remuneration policy in line with market practice for an AIM listed company and ensure
alignment between the reward strategy and business strategy. The Committee will continue to review the remuneration policy
on a regular basis to ensure it remains fit for purpose for the Company, drives high levels of executive performance and remains
competitive in the market.
The remuneration of the Executive Directors during the year ended 31 March 2024 is set out below:
Basic salary
Basic salaries are reviewed annually, with reference to independent salary surveys based on a cohort of comparable AIM-listed
life science companies.
The purpose of the base salary is to:
• reflect market rates to support the recruitment and retention of key individuals;
• reflect the individual’s experience, role and contribution with the Group;
• ensure that the Executive Directors are fairly rewarded for carrying out their duties.
Short term incentives – Annual Bonus
Executive Directors participate in a contractual bonus scheme under which they are eligible to receive a maximum annual bonus
of 50% of salary. Other employees are entitled to bonus awards under the plan at lower percentages of salary. Annual bonus
entitlements have to date been based on the achievement of Group corporate goals and personal performance targets.
Performance targets for the financial year ending 31 March 2024 were set by the Remuneration Committee and include Group
corporate and personal performance targets.
The Remuneration Committee considers that the targets support the business strategy, and that bonus arrangements represent
an important element of the performance-related pay for the Executive Directors.
A proportion of the bonus payable to the Executives may be paid in cash and a proportion may be paid in shares through
the Deferred Bonus Plan adopted by the Company at the time of IPO. The Committee determines on an annual basis the level
of deferral of the bonus payment into Company share awards in the form of nil cost options up to a maximum of 50% of the bonus
earned. DBP awards vest at the end of a three-year period from the relevant date of grant.
GOVERNANCE
Benefits
Benefits in the form of pension contributions, private medical insurance and death in service insurance are provided to Executive
Directors.
Long term incentives – Share Option Awards
Share Plans Operated Prior to Admission
Prior to Admission the Company granted share awards under stand-alone option agreements as well as operating
the following share plans:
• TheraCryf 2008 Share Option Scheme
• TheraCryf Limited Enterprise Management Incentive Plan
Further details of outstanding options under these arrangements are as set out on page 27.
Long Term Incentive Plan
On IPO in 2015 the Company adopted an LTIP that aligns the interest of Executive Directors with those of shareholders
and on an ongoing basis forms a significant part of performance-related pay.
The maximum annual individual limit under the terms of the LTIP is 100% of salary. Awards up to 150% of salary may be awarded
in exceptional circumstances.
Pension
The Group pays pension contributions for Executive Directors and employees into personal pension schemes.
Executive Directors’ service contracts and termination provisions
The service contracts of Executive Directors are approved by the Board. The service contracts may be terminated by either party
giving 6 months’ notice to the other. The details are summarised below:
Date of Contract Notice period
Huw Jones 1 October 2020 6 months
Richard Moulson (resigned 20 July 2023) 17 January 2017 6 months
Toni Hänninen (appointed 1 January 2024) 1 January 2024 6 months
Non-Executive Directors
Non-Executive Directors have entered into Letters of Appointment with the Company, with the Board determining the fees
regarding market comparatives and similar businesses. The Non-Executive Directors do not participate in the Group’s pension
or bonus schemes. Awards under stand-alone option agreements may be made in special circumstances. Appointments are
terminable on one month’s notice by either party.
As set out below the Chairman and Non-Executive Directors were awarded non-LTIP options in 2020 as compensation for
additional duties undertaken pending appointment of the new CEO. The contractual terms for Non-Executive Directors are
reviewed by the Board annually. Current contracts are set out below:
Date of Appointment Initial term
Barry Clare (resigned 21 September 2023) 14 October 2015 1 months’ notice
Dr Susan Foden 14 October 2015 Three years
Dr Alan Barge 14 October 2015 Three years
Susan Clement-Davies (resigned 31 December 2023) 1 November 2018 Three years
Non-Executive Directors are typically expected to serve two three-year terms but may be invited by the Board to serve
for an additional period. Dr Alan Barge and Dr Susan Foden were invited by the Board to continue as Directors following
completion of their three-year terms.
25
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
REMUNERATION
COMMITTEE REPORT CONTINUED
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
26
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
REMUNERATION
COMMITTEE REPORT CONTINUED
Directors’ remuneration during the year ended 31 March 2024
The Directors received the following remuneration during the year:
Total year Total year
ended ended
Salaries Taxable Pension 31 March Salaries Taxable Pension 31 March
and fees benefits Bonuses contributions 2024 and fees benefits Bonuses contributions 2023
£ £ £ £ £ £ £ £ £ £
Executive
Huw Jones 215,000 6,390 60,000 21,500 302,890 200,000 5,230 89,500 10,000 304,730
Richard Moulson 31,950 3,624 22,894 — 58,468 89,835 7,462 41,551 — 138,848
Toni Hänninen* 96,313 — — — 96,313 — — — — —
Non-Executive
Barry Clare 22,905 — — — 22,905 45,810 — — — 45,810
Dr Susan Foden 36,393 — — — 36,393 26,977 — — — 26,977
Dr Alan Barge 22,905 — — — 22,905 22,905 — — — 22,905
Susan Clement-Davies 20,233 — — — 20,233 26,977 — — — 26,977
445,699 10,014 82,894 21,500 560,107 412,504 12,692 131,051 10,000 566,247
* Consideration in 2024 included fees of £93,188 paid to Borealito GmbH, a related party as detailed in Note 20.
There was no increase in salary for any Director and no Directors waived emoluments in the year ended 31 March 2024.
Directors’ shareholdings
The Directors, together with their beneficial interest in the shares of the Company are as follows:
At 31 March At 31 March
Ordinary shares of 0.25p each 2024 2023
Executive
Huw Jones 62,500 62,500
Non-Executive
Dr Susan Foden 125,000 125,000
Dr Alan Barge — —
Bonus
In recognition of a difficult funding environment, the Committee determined that it was inappropriate to pay cash bonuses in the
bonus qualifying year 2023-2024. Equivalent value awards, calculated by consideration of achievement of corporate goals in the
year will be made in the form of share options in order to recognise performance during the year and for the purpose of retention.
Benefits/Pensions
Details of payments in respect of benefits and pensions arrangements for the Executive Directors are set out in the table above.
GOVERNANCE
27
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
REMUNERATION
COMMITTEE REPORT CONTINUED
Directors’ Share Options
Share options may be granted under the LTIP as follows:
• An initial award to Executive Directors on joining the Company to support the recruitment and drive retention.
• An annual award to Executive Directors and other staff members to be made around the time of the AGM, though this may
be deferred in the event of staff holding inside information.
Since 2021 vesting of share options has been subject to; a shareholder return metric (30%), delivery of strategic corporate
objectives (40%), and time-vesting 3 years from grant (30%). The aims of this structure are to continue to align senior management
remuneration with shareholder returns and to support staff retention.
Vesting of LTI options is underpinned by a share price performance metric. For the 2022/23 year grants, if the share price is
between 8p and 38p at the time of vesting (based on the non-volume weighted mean average price over the 3 months preceding
the vesting date), options will vest on a straight-line basis between nil and 100% of the 30% shareholder return metric subject
provided that other performance measures are also met. The 2021/22 year grants are similarly assessed, save that the share price
range is between 12p and 38p. There were no options granted during 2023/24.
Details of the awards together with outstanding options granted to the Executive Directors prior to Admission
are set out in the table below.
Granted Lapsed Exercised Price Date from
Date of At 1 April during during during At 31 March per share which Expiry
Director Plan grant 2023 the period the period the period 2024 (pence) exercisable Date
Huw Jones LTIP 5 Oct 2020 2,978,004 2,978,004 — — Nil 5 Oct 2023 5 Oct 2030
LTIP* 8 Dec 2021 1,670,886 — — 1,670,886 Nil 13 July 2024 13 July 2031
LTIP 14 Dec 2022 4,410,727 — 4,410,727 Nil 20 July 2025 20 July 2032
9,059,617 2,978,004 — 6,081,613
Barry Clare Pre IPO 14 Aug 2013 224,800 224,800 — — 10.6150 14 Aug 2015 13 Aug 2023
LTIP 21 Oct 2015 145,945 — — 145,945 Nil 21 Oct 2015 20 Oct 2025
LTIP 21 Oct 2015 145,946 — — 145,946 Nil 21 Oct 2016 20 Oct 2025
Non-LTIP 5 Oct 2020 380,711 380,711 — — Nil 5 Oct 2023 5 Oct 2030
Non-LTIP 20 July 2021 289,937 82,537 — 207,400 Nil 20 July 2024 20 July 2031
1,187,339 — 688,048 — 499,291
Richard Moulson LTIP 5 Oct 2020 337,817 337,817 — — Nil 5 Oct 2023 5 Oct 2030
LTIP** 8 Dec 2021 552,911 180,604 — 372,307 Nil 13 July 2024 13 July 2031
LTIP 14 Dec 2022 1,460,855 1,168,950 — 291,905 Nil 20 July 2025 20 July 2032
2,351,583 1,687,371 — 664,212
Dr Susan Foden Non-LTIP 5 Oct 2020 112,098 — 112,098 — — Nil 5 Oct 2023 5 Oct 2030
112,098 — 112,098 — — Nil 5 Oct 2023 5 Oct 2030
Dr Alan Barge Non-LTIP 5 Oct 2020 95,178 95,178 — — Nil 5 Oct 2023 5 Oct 2030
95,178 — 95,178 — —
Susan Clement-Davies Non-LTIP 5 Oct 2020 110,690 110,690 — — Nil 5 Oct 2023 5 Oct 2030
12,916,506 — 5,671,389 — 7,245,117
* Options were originally awarded on 13 July 2021, but cancelled and re-awarded on 8 December 2021 in order to qualify for EMI relief. All terms,
including exercise and expiry dates were unchanged.
Dr Alan Barge
Remuneration Committee Chair
27 May 2024
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
28
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
AUDIT COMMITTEE REPORT
The Audit Committee is a subcommittee of the Board and
is responsible for ensuring effective governance over financial
reporting and internal controls. The Committee represents
the interests of the shareholders in relation to the integrity of
information and the effectiveness of audit processes in place.
The members of the Audit Committee are Dr Alan Barge
(Chair) and Dr Susan Foden.
The responsibilities of the Committee include the following
• Monitoring the integrity of the financial statements
of the Group
• Reviewing the accounting policies, accounting treatments
and disclosures in the financial statements
• Reviewing the Group’s internal financial controls and risk
management systems
• Overseeing the Group’s relationship with external auditors,
including making recommendations to the Board as to the
appointment or re-appointment of the external auditors,
reviewing their terms of engagement, and monitoring the
external auditors’ independence, objectivity and
effectiveness.
The Audit Committee normally meets at least three times
in relation to each financial year with time allowed for
discussion without any members of the executive team
being present, to allow the external auditor to raise any issues
of concern. Audit Committee meetings may be attended,
by invitation, by the Chief Financial Officer and other
Directors and by the Group’s auditors.
The Committee has responsibility for, amongst other things,
planning and reviewing the Annual Report and Accounts and
Interim Statements involving, where appropriate, the external
auditors. The Committee also approves external auditors’ fees
and ensures the auditors’ independence as well as focusing
on compliance with legal requirements and accounting
standards. It is also responsible for ensuring that an effective
system of internal control is maintained. The ultimate
responsibility for reviewing and approving the annual financial
statements and interim statements remains with the Board.
During the year ended 31 March 2024, the Audit Committee
met four times (one meeting related to the 2021/22 financial
year). The Committee reviewed and approved the financial
statements for the year ended 31 March 2024, the interim
results for the six months to 30 September 2023 and the
external auditor’s plan for the 2023 and 2024 external audits.
The Audit Committee has satisfied itself that the external
auditor is independent. The Audit Committee has concluded
that the external audit process was effective, that the scope
of the audit was appropriate and that significant judgements
have been robustly challenged. No significant issues have
been reported by the auditor.
The Audit Committee does not believe it necessary at this
time to propose re-tendering of the audit contract. A resolution
for the reappointment of RSM as the statutory auditor will be
proposed at the forthcoming Annual General Meeting.
No formal recommendations other than the approval of the
Interim Statement and Annual Report and Accounts have
been made to the Board by the Audit Committee.
Dr Alan Barge
Audit Committee Chair
27 May 2024
GOVERNANCE
29
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
The directors are responsible for preparing the Strategic
Report, the Directors’ Report and the financial statements
in accordance with applicable law and regulations.
Company law requires the directors to prepare group
and company financial statements for each financial year.
The directors have elected under company law and are
required by the AIM Rules of the London Stock Exchange
to prepare the group financial statements in accordance
with UK-adopted International Accounting Standards and
have elected under company law to prepare the company
financial statements in accordance with UK-adopted
International Accounting Standards and applicable law.
The group and company financial statements are required
by law and UK-adopted International Accounting Standards
to present fairly the financial position of the group and the
company and the financial performance of the group.
The Companies Act 2006 provides in relation to such financial
statements that references in the relevant part of that Act to
financial statements giving a true and fair view are references
to their achieving a fair presentation.
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 the
company and of the profit or loss of the group for that period.
In preparing each of the group and company financial
statements, the directors are required to:
a. select suitable accounting policies and then apply
them consistently;
b. make judgements and accounting estimates that are
reasonable and prudent;
c. state whether they have been prepared in accordance
with UK-adopted International Accounting Standards;
d. prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the group
and the company will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
the company’s transactions and disclose with reasonable
accuracy at any time the financial position of the group and
the company and enable them to ensure that the financial
statements comply with the requirements of the Companies
Act 2006. They are also responsible for safeguarding the assets
of the group and 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
TheraCryf plc website.
Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NDDs are currently diagnosed based on core behavioural features,
without specific biological criteria. Previous studies with other sources
of sulforaphane have shown evidence of clinical efficacy in improving
symptoms of ASD.
AUTISM SPECTRUM
DISORDER IS A GROUP OF
NEURODEVELOPMENTAL
DISORDERS (NDDS).
30
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
31
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Image:
Nervous system neurons.
32
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF THERACRYF PLC (FORMERLY EVGEN PHARMA PLC)
Opinion
We have audited the financial statements of Theracryf plc (formerly Evgen Pharma Plc) (the “parent company”) and its subsidiary
(the “group”) for the year ended 31 March 2024 which comprise the consolidated statement of comprehensive income,
consolidated and company statements of financial position, consolidated and company statement of changes in equity,
consolidated and company statements of cash flows and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted
International Accounting Standards and, as regards the parent company financial statements, as applied in accordance
with the provisions of the Companies Act 2006.
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 March 2024 and of the group’s loss for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted
International Accounting Standards;
• the parent company financial statements have been properly prepared in accordance with UK-adopted
International Accounting Standards and as applied in accordance with the Companies Act 2006; 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 and parent company 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.
Summary of our audit approach
Key audit matters Group and Parent Company
• None
Materiality Group
• Overall materiality: £272,000 (2023: £250,000)
• Performance materiality: £204,000 (2023: £187,000)
Parent Company
• Overall materiality: £252,000 (2023: £231,000)
• Performance materiality: £189,000 (2023: £173,000)
Scope Our audit procedures covered 100% of total assets and 100% of profit before tax.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group
and parent company financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including 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 group and parent company financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
FINANCIAL STATEMENTS
33
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF THERACRYF PLC (FORMERLY EVGEN PHARMA PLC)
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent
of our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements
as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the
size of the misstatements. Based on our professional judgement, we determined materiality as follows:
Group Parent company
Overall materiality £272,000 (2023: £250,000) £252,000 (2023: £231,000)
Basis for determining overall materiality 7.5% of loss before tax 7.5% of loss before tax
Rationale for benchmark applied Loss before tax chosen as net Loss before tax chosen as net
expenditure is a key measure expenditure is a key measure
of activity level of activity level
Performance materiality £204,000 (2023: £187,000) £189,000 (2023: £173,000)
Basis for determining performance 75% of overall materiality 75% of overall materiality
materiality
Reporting of misstatements Misstatements in excess of £14,000 Misstatements in excess of £13,000 and
to the Audit Committee and misstatements below that threshold misstatements below that threshold that,
that, in our view, warranted reporting in our view, warranted reporting
on qualitative grounds. on qualitative grounds.
An overview of the scope of our audit
The group consists of 2 components, both of which are based in the UK.
The coverage achieved by our audit procedures was:
Number of Profit
components Revenue Total assets before tax
Full scope audit 2 100% 100% 100%
Total 2 100% 100% 100%
There were no audit procedures undertaken by component auditors.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s
and parent company’s ability to continue to adopt the going concern basis of accounting included:
• evaluating the integrity and accuracy of the cashflow forecasts prepared by management;
• assessing the appropriateness of assumptions and explanations provided by management to supporting information,
where available;
• evaluating the group’s cash position and forecast cash flows to assess its ability to operate within available funding
in the going concern period; and
• evaluating the accuracy and consistency of disclosures made in the financial statements in respect of principal
risks and going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group’s or the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
34
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF THERACRYF PLC (FORMERLY EVGEN PHARMA PLC)
Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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.
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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the 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.
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 29, 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.
FINANCIAL STATEMENTS
35
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF THERACRYF PLC (FORMERLY EVGEN PHARMA PLC)
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient
appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination
of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of
non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond
appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial
statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement
due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected
fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the
entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection
of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit
engagement team:
• obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the
group and parent company operate in and how the group and parent company are complying with the legal and regulatory
frameworks;
• inquired of management, and those charged with governance, about their own identification and assessment of the risks
of irregularities, including any known actual, suspected or alleged instances of fraud;
• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment
of how and where the financial statements may be susceptible to fraud
The most significant laws and regulations were determined as follows:
Legislation / Regulation Additional audit procedures performed by the Group audit
engagement team included:
UK-adopted IAS; Review of the financial statement disclosures and testing to supporting
Companies Act 2006; and documentation; and
AIM listing rules Completion of disclosure checklists to identify areas of non-compliance.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk Audit procedures performed by the audit engagement team:
Management override of controls Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates
are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at: http://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.
Alan Aitchison (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Third Floor, Centenary house
69 Wellington Street, Glasgow, G2 6HG
27 May 2024
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
36
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
Year ended Year ended
31 March 31 March
2024 2023
Notes £’000 £’000
Revenue 3 396 442
Operating expenses
Operating expenses 4 (3,825) (5,389)
Share based compensation 17 (137) (157)
Total operating expenses 4 (3,962) (5,546)
Operating loss 4 (3,566) (5,104)
Finance income 5 — 98
Loss on ordinary activities before taxation (3,566) (5,006)
Taxation 8 429 963
Loss and total comprehensive expense attributable
to equity holders of the parent for the year (3,137) (4,043)
Loss per share attributable to equity holders of the parent (pence) 9
Basic loss per share (1.14) (1.47)
Diluted loss per share (1.14) (1.47)
FINANCIAL STATEMENTS
37
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CONSOLIDATED AND COMPANY
STATEMENTS OF FINANCIAL POSITION
AS AT 31 MARCH 2024
Group Company
Restated Restated
As at As at As at As at As at
31 March 31 March 31 March 31 March 31 March
2024 2023 2024 2023 2022
Notes £’000 £’000 £’000 £’000 £’000
ASSETS
Non-current assets
Property, plant and equipment 10 1 3 — 2 3
Intangible assets 11 34 43 — — —
Investments in subsidiary undertaking 12 — — 73 73 73
Balances due from group undertaking 13 — — 10,181 10,281 10,376
Total non-current assets 35 46 10,254 10,356 10,452
Current assets
Trade and other receivables 13 595 216 594 185 111
Current tax receivable 429 912 385 842 361
Short-term investments and cash on deposit — — — — 4,520
Cash and cash equivalents 14 2,004 5,000 1,953 4,708 3,812
Total current assets 3,028 6,128 2,932 5,735 8,804
Total assets 3,062 6,174 13,186 16,091 19,256
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 15 723 833 708 786 369
Total current liabilities 723 833 708 786 369
Equity
Ordinary shares 16 687 687 687 687 687
Share premium 16 27,870 27,870 27,870 27,870 27,870
Merger reserve 16 2,067 2,067 — — —
Share based compensation 16 635 509 635 509 490
Retained deficit 16 (28,918) (25,792) (16,714) (13,761) (10,160)
Total equity attributable to equity holders
of the parent 2,341 5,341 12,479 15,305 18,887
Total liabilities and equity 3,062 6,174 13,186 16,091 19,256
No Statement of Comprehensive Income is presented in these financial statements for the parent company as provided
by Section 408 of the Companies Act 2006. The loss for the financial year dealt with in the financial statements of the parent
company was £2,963k (2023: £3,739k).
The financial statements on pages 36-56 were approved by the Board of Directors and authorised for issue on 27 May 2024
and were signed on its behalf by:
Dr Susan Foden
Chair
27 May 2024
Theracryf plc (formerly Evgen Pharma plc),
Registered number: 09246681
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
38
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
Ordinary Share Merger Share based Retained
shares premium reserve compensation deficit Total
£’000 £’000 £’000 £’000 £’000 £’000
Balance at 31 March 2022 687 27,870 2,067 490 (21,887) 9,227
Total comprehensive expense for the period — — — — (4,043) (4,043)
Transactions with owners
Share issue – lapsed options — — — (138) 138 —
Share based compensation – share options — — — 157 — 157
Total transactions with owners — — — 19 138 157
Balance at 31 March 2023 687 27,870 2,067 509 (25,792) 5,341
Total comprehensive expense for the period — — — — (3,137) (3,137)
Transactions with owners
Share issue – lapsed options — — — (11) 11 —
Share based compensation – share options — — — 137 — 137
Total transactions with owners — — — 126 11 137
Balance at 31 March 2024 687 27,870 2,067 635 (28,918) 2,341
FINANCIAL STATEMENTS
39
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
COMPANY STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
Ordinary Share Share based Retained
shares premium compensation deficit Total
£’000 £’000 £’000 £’000 £’000
Balance at 31 March 2022 687 27,870 490 (10,160) 18,887
Total comprehensive expense for the period — — — (3,739) (3,739)
Transactions with owners
Share issue – lapsed options — — (138) 138 —
Share based compensation – share options — — 157 — 157
Total transactions with owners — — 19 138 157
Balance at 31 March 2023 687 27,870 509 (13,761) 15,305
Total comprehensive expense for the period — — — (2,963) (2,963)
Transactions with owners
Share issue – lapsed options — — (11) 11 —
Share based compensation – share options — — 137 — 137
Total transactions with owners — — 126 11 137
Balance at 31 March 2024 687 27,870 635 (16,714) 12,478
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
40
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
CONSOLIDATED AND COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
Group Company
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2024 2023 2024 2023
Notes £’000 £’000 £’000 £’000
Cash flows from operating activities
Loss before taxation 8 (3,566) (5,006) (3,351) (4,628)
Interest (income) / expense 5 — (98) — (98)
Depreciation and amortisation 10, 11 11 13 2 1
Share based compensation 17 137 157 137 157
(3,418) (4,934) (3,212) (4,568)
Changes in working capital
(Increase)/decrease in trade and other receivables 13 (379) (91) (309) 21
(Decrease)/increase in trade and other payables 15 (112) 423 (78) 417
Cash used in operations (491) 332 (387) 438
Taxation received 8 913 475 844 408
Net cash used in operating activities (2,996) (4,127) (2,755) (3,722)
Cash flows (used in)/generated from investing activities
Transfer from Short-term investments and cash on deposit
to Cash and cash equivalents — 4,520 — 4,520
Interest income / (expense) 5 — 98 — 98
Acquisition of tangible fixed assets 10 — (1) — —
Net cash (used in)/generated from investing activities — 4,617 — 4,618
Movements in cash and cash equivalents in the period (2,996) 490 (2,755) 896
Cash and cash equivalents at start of period 14 5,000 4,510 4,708 3,812
Cash and cash equivalents at end of period 14 2,004 5,000 1,953 4,708
FINANCIAL STATEMENTS
41
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
Theracryf plc (formerly Evgen Pharma plc) (“the Company”) is a public limited company incorporated in England & Wales and
whose shares are traded on the AIM market of the London Stock Exchange under the symbol TCF (formerly EVG). The address
of its registered office is Alderley Park, Congleton Road, Nether Alderley, Cheshire, United Kingdom, SK10 4TG. The principal
activity of the Company is clinical stage drug development.
Change of Company Name Disclosure
The Company changed its name from Evgen Pharma plc to Theracryf plc on 25 April 2024. This change of name has been
reflected in the financial statements and all necessary legal and regulatory requirements have been complied with.
2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION
Basis of preparation
The financial statements for the year have been prepared in accordance with applicable law and UK adopted international
accounting standards and, as regards the parent company financial statements, as applied in accordance with the provisions
of the Companies Act 2006.
The consolidated financial statements have been prepared under the historical cost convention.
The consolidated financial statements are presented in Sterling (£) and rounded to the nearest £’000. This is the predominant
functional currency of the Group, and is the currency of the primary economic environment in which it operates. Foreign
transactions are accounted for in accordance with the policies set out below.
Basis of consolidation
The financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control
is achieved when the Company has the power over the investee; is exposed, or has rights, to variable return from its involvement
with the investee; and, has the ability to use its power to affect its returns. The Company reassesses whether it controls an investee
if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the period are included in the
Consolidated Statement of Comprehensive Income from the date the Company gains control until the date when the Company
ceases to control the subsidiary.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line
with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members
of the Group are eliminated on consolidation.
Going concern
At 31 March 2024, the Group had cash and cash equivalents of £2.0 million.
The Directors have prepared detailed financial forecasts and cash flows looking beyond 12 months from the date of the approval
of these financial statements. In developing these forecasts, the Directors have made assumptions based upon their view of the
current and future economic conditions that will prevail over the forecast period.
The coming cash flow predictions are based upon a period of closely controlled cash flows in order to maintain ongoing
development at a level fit to our means. Non – dilutive sources of funding are being explored in order to accelerate development
of the Chronos portfolio in line with our corporate objectives.
The Directors estimate that the cash held by the Group together with known receivables will be sufficient to support the current
level of activities into the fourth quarter of 2025. They have therefore prepared the financial statements on a going concern basis.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
42
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION CONTINUED
Currencies
Functional and presentational currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions or at an average rate for a period if the rates do not fluctuate significantly. Foreign exchange gains and
losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. The presentational
currency of the Group is GBP.
Intangible assets
Intangible assets with finite useful lives that are acquired externally are carried at cost less accumulated amortisation
and impairment losses.
Amortisation is recognised on a straight-line basis over their estimated useful lives as below. The estimated useful life and
amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being
accounted for on a prospective basis.
Licences – 10-20 years
An impairment review is performed annually.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Cost includes the
original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
Plant, fixtures and fittings – 4 years reducing balance.
IT Equipment – 3 years straight line.
The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in the Consolidated Statement of Comprehensive Income.
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the impairment loss (if any).
Revenue
Revenue is measured at the fair value of the consideration received or receivable. Revenue from right-to-use licences is recognised
at the point in time that the performance condition is satisfied.
Finance income
Finance income comprises interest income on funds invested. Interest income is recognised as interest accrues using the effective
interest rate method.
Research and development expenditure
All research and development costs, whether funded by third parties under licence and development agreements or not, are
included within operating expenses and classified as such. Research and development costs relating to clinical trials are
recognised over the period of the clinical trial based on information provided by clinical research organisations. All other
expenditure on research and development is recognised as the work is completed.
All ongoing development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory and other
uncertainties inherent in the development of the Group’s programmes, the criteria for development costs to be recognised as an
asset, as prescribed by IAS 38, “Intangible assets”, are not met until the product has been submitted for regulatory approval, such
approval has been received and it is probable that future economic benefits will flow to the Group. The Group does not currently
have any such internal development costs that qualify for capitalisation as intangible assets.
FINANCIAL STATEMENTS
43
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION CONTINUED
Income tax
The tax expense or credit represents the sum of the tax currently payable or recoverable and the movement in deferred tax assets
and liabilities.
(a) Current income tax
Current tax, including R&D tax credits, is based on taxable income for the period and any adjustment to tax from previous periods.
Taxable income differs from net income in the Consolidated Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other periods or that are never taxable or deductible. The calculation uses the
latest tax rates for the period that have been enacted or substantively enacted by the dates of the Consolidated Statement of
Financial Position.
(b) Deferred tax
Deferred tax is calculated at the latest tax rates that have been substantially enacted by the reporting date that are expected
to apply when settled. It is charged or credited in the Consolidated Statement of Comprehensive Income, except when it relates
to items credited or charged directly to equity, in which case it is also dealt with in equity.
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 income, 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 income will be available against which the asset can be utilised. Such assets are
reduced to the extent that it is no longer probable that the asset can be utilised.
Deferred tax assets and liabilities are offset when there is a legal right to offset current tax assets and liabilities and when
the deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax assets are not recognised until it is probable that future economic benefits will flow to the Group.
Pension costs
The Group makes contributions to the private pension schemes of Directors and employees. These are expensed as incurred
in the Statement of Comprehensive Income.
Share-based compensation
The Group issues share-based payments to certain employees and Directors. Equity-settled share-based payments are measured
at fair value at the date of grant and expensed on a straight-line basis over the vesting period, along with a corresponding increase
in equity.
At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result
of the effect of non-market based vesting conditions. The impact of any revision is recognised in the Consolidated Statement
of Comprehensive Income, with a corresponding adjustment to equity reserves.
The fair value of share options and warrants are determined using a Black-Scholes model, taking into consideration the best
estimate of the expected life of the option or warrant and the estimated number of shares that will eventually vest.
Most awards are made to employees of the Company. Awards granted to the employees of the subsidiary company are expensed
in the Company’s financial statements at fair value on the grant date, with a corresponding increase in Company’s equity.
Operating segments
The Directors consider that there are no identifiable business segments that are subject to risks and returns different to the core
business. The information reported to the Directors, for the purposes of resource allocation and assessment of performance is
based wholly on the overall activities of the Group. The Group has therefore determined that it has only one reportable segment
under IFRS 8.
The results and assets for this segment can be determined by reference to the Consolidated Statement of Comprehensive Income
and Consolidated Statement of Financial Position.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
44
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION CONTINUED
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s Consolidated Statement of Financial Position when the
Group becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contractual
rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred. Financial
liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired.
Trade and other receivables
Trade and other receivables that do not contain a significant financing component are initially recognised at fair value and
subsequently held at amortised cost less provision for impairment. Impairment is calculated on a 12 month/lifetime expected
credit loss model.
Recoverability of intercompany receivables
Amounts owed by subsidiary undertaking represent loans made to the Company’s main subsidiary on an interest-free basis.
No repayment terms have been mandated.
In accordance with IFRS 9 Financial Instruments, the Company has made an assessment of expected credit losses. Having
considered multiple scenarios on the manner, timing, quantum and probability of recovery of the receivables a lifetime expected
credit loss (ECL) of £1,370,000 (2023: £1,370,000) has been provided.
The calculation of the allowance for lifetime expected credit losses requires a significant degree of estimation and judgement,
in particular determining the probability weighted likely outcome for each scenario considered. The Directors assessment of ECL
included repayment through future cash flows over time (which are inherently difficult to forecast for the Company at its current
stage of development) and also the amount that could be realised through an immediate sale of the subsidiary undertaking.
The Directors’ assessment of repayment through future cash flows contained several scenarios, including ones where the loan
was not recovered in full.
The carrying value of amounts owed by subsidiary undertakings at 31 March 2024 was £10,181,000 (2023: £10,281,000)
and is disclosed in note 12 to the financial statements.
Cash, cash equivalents and short-term investments
Cash and cash equivalents consist of cash on hand and demand deposits. Short-term investments and cash on deposit comprise
deposits with maturities of more than three months, but no greater than 12 months.
Trade and other payables
Trade and other payables are not interest-bearing and are stated at nominal value.
Investments in subsidiaries
Investments in subsidiaries are shown at cost less any provision for impairment.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities.
Equity instruments issued by the Group are recognised as the proceeds received, net of direct issue costs.
Fair value estimation
The carrying value less impairment provision of trade and other receivables and trade and other payables are assumed to
approximate their fair values because of the short-term nature of such assets and the effect of discounting liabilities is negligible.
Significant management judgement in applying accounting policies and estimation uncertainty
When preparing the financial statements, the Directors make estimates and assumptions about the recognition and
measurement of assets, liabilities, income and expenses.
Management judgement
Recognition of research and development expenditure is seen as requiring a higher degree of judgement. The Group recognises
this expenditure in line with the management’s best estimation of the stage of completion of each research and development
project.
FINANCIAL STATEMENTS
45
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION CONTINUED
Estimation uncertainty
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are:
Intercompany receivable
Receivables from the subsidiary represents an interest free amount advanced to group companies with no fixed repayment
dates, being amounts due from TheraCryf Pharma Limited advanced to support the Group’s research expenditure. In accordance
with IFRS 9 “Financial Instruments”, where the counterparty would not be able to repay the loan if demanded at the reporting
date, the Company has made an assessment of expected credit losses.
R&D tax credit
The R&D tax credit figure of £0.43m included in the accounts is a management estimate which is subject to amendment
by HMRC.
Share-based payment charge
During the years ended 31 March 2024 and 31 March 2023, the Group issued a number of share options to certain employees.
A Black-Scholes model was used to calculate the appropriate charge for these periods. The use of this model to calculate a charge
involves using a number of estimates and judgements to establish the appropriate inputs to be entered into the model, covering
areas such as the use of an appropriate risk-free rate and dividend rate, exercise restrictions and behavioural considerations.
A significant element of judgement is therefore involved in the calculation of the charge. The total charge recognised in the
year to 31 March 2024 was £136,554 (year to 31 March 2023: £156,809).
Accounting developments
Where applicable, the Group and Company have adopted the following accounting standards, amendments or interpretations
effective from 1 January 2023. The Group and Company have not adopted any new or amended standards early. The impact of
these standards is not considered material for the current financial year.
Effective Date
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) 1 January 2023
Definition of Accounting Estimates (Amendments to IAS 8) 1 January 2023
Disclosure of Accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2) 1 January 2023
3. SEGMENTAL INFORMATION
The Group operated as one single operating segment for the current and prior financial years. This is the level at which operating
results are reviewed by the Board of Directors to assess performance and make strategic decisions about the allocation of resources.
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Revenue recognised at a point in time
Right-to-use licence revenue 396 442
Total revenue 396 442
Revenues of £396k (Year to 31 March 2023: £442k) were received from the STALICLA licensing deal. The Group is not dependent
on revenues from STALICLA as most of its costs are funded by investments from shareholders.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
46
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
4. OPERATING LOSS
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Research and development expenses:
Amortisation of licenses 9 10
Other research and development 1,727 3,330
Staff costs (including share based compensation) – Note 7 1,043 1,390
Establishment and general:
Depreciation of property, plant and equipment 2 3
Operating lease cost – land and buildings 15 14
Foreign exchange loss/(profit) 6 34
Other administrative expenses 1,160 765
Total operating expenses 3,962 5,546
The Group has one reportable segment, namely the development of pharmaceutical products all within the United Kingdom.
5. FINANCE INCOME
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Bank interest receivable — 98
Total finance income — 98
6. AUDITOR’S REMUNERATION
The analysis of the auditor’s remuneration is as follows:
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Fees payable to the Group’s auditors for the audit of:
The consolidated and Company annual accounts 30 32
The subsidiary’s annual accounts 8 8
Total audit fees 38 40
Audit related services 4 4
Total audit related fees 4 4
Other services — —
Total non-audit fees — —
FINANCIAL STATEMENTS
47
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
7. EMPLOYEES AND DIRECTORS
The average monthly number of persons (including Executive Directors) employed by the Group was:
Group Company
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2024 2023 2024 2023
Number Number Number Number
Management 3 3 4 4
Administration 1 1 — —
Development 1 1 — —
Non-Executive 4 4 4 3
Average total persons employed 9 9 8 7
As at 31 March 2024 the Group had 9 employees (31 March 2023: 10)
Staff costs in respect of these employees were:
Group Company
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Wages and salaries 755 1,046 593 831
Employers National Insurance 91 138 71 110
Employers pension costs 60 49 46 33
Total payrolled employee costs 906 1,233 710 974
Share based compensation 137 157 137 157
Total employee costs 1,043 1,390 847 1,131
The Group makes contributions to the private pension schemes of Directors and employees. One Director received payments
into a private pension scheme for the period (2023: one).
The total remuneration of the highest paid Director excluding grants of share options was £302,890 (31 March 2023: £304,732).
The Directors have the authority and responsibility for planning, directing and controlling, directly or indirectly, the activities
of the Group and they therefore comprise key management personnel as defined by IAS 24.
Aggregate emoluments of Directors:
Group and Company
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Salaries and other short-term employee benefits 539 556
Employers National Insurance 54 80
Pension contributions 22 10
Options vesting under share option schemes — —
Total remuneration including vesting of share options 614 646
Directors’ emoluments include amounts payable to third parties as described in Note 20.
8. TAXATION
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Current tax
Current period – UK corporation tax — —
R&D tax credit 429 912
Adjustments in respect of prior periods — 51
Net tax credit 429 963
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
48
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
8. TAXATION CONTINUED
The tax charge for each period can be reconciled to the loss per consolidated statement of comprehensive income as follows:
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Loss on ordinary activities before taxation (3,566) (5,006)
Loss before tax at the effective rate of corporation tax in the United Kingdom of 19% (2023: 19%) (678) (951)
Effects of:
Losses not recognised 678 951
R&D tax credit (429) (912)
Adjustments in respect of prior periods — (51)
Tax credit for the year (429) (963)
The enacted UK corporation tax rate of 25% forms the basis for the deferred tax calculation (2023: 25%).
At 31 March 2024, the Group had tax losses available for carry forward of approximately £24.5m (31 March 2023: £23.8m).
The Group has not recognised deferred tax assets relating to these losses of £6.0m (2023: £6.0m).
At 31 March 2024, the Company had tax losses available for carry forward of approximately £14.9m (31 March 2023: £14.2m).
The Company has not recognised deferred tax assets relating to these losses of £3.6m (2023: £3.6m).
These assets are not recognised until it is probable that future economic benefits will flow to the Group.
9. LOSS PER SHARE
Basic loss per share is calculated by dividing the loss for the period attributable to equity holders by the weighted average
number of ordinary shares outstanding during the year.
As at 31 March 2024 the Group had 14,574,910 (2023: 20,730,037) share options outstanding which are potentially dilutive.
The calculation of the Group’s basic and diluted loss per share is based on the following data:
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Loss for the year attributable to equity holders for basic loss and adjusted for the effects of dilution (3,137) (4,043)
Year ended Year ended
31 March 31 March
2024 2023
Number Number
Weighted average number of ordinary shares for basic loss per share 274,888,117 274,888,117
Effects of dilution:
Share options — —
Weighted average number of ordinary shares adjusted for the effects of dilution 274,888,117 274,888,117
Year ended Year ended
31 March 31 March
2024 2023
Pence Pence
Loss per share – basic and diluted (1.14) (1.47)
The weighted average numbers of ordinary shares for the years ended 31 March 2023 and 2024 used for calculating the diluted
loss per share are identical to those for the basic loss per share. This is because the outstanding share options would have the
effect of reducing the loss per ordinary share and would therefore not be dilutive under the terms of International Accounting
Standard (‘‘IAS’’) No 33.
FINANCIAL STATEMENTS
49
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
10. PROPERTY, PLANT AND EQUIPMENT
Group Plant, fixtures IT
& fittings equipment Total
£’000 £’000 £’000
Cost
At 31 March 2022 2 9 11
Additions — 1 1
Disposals — — —
At 31 March 2023 2 10 12
Additions — — —
Disposals — — —
At 31 March 2024 2 10 12
Accumulated Depreciation
At 31 March 2022 2 4 6
Charge for the period — 3 3
Disposals — — —
At 31 March 2023 2 7 9
Charge for the period — 3 3
Disposals — — —
At 31 March 2024 2 10 12
Net Book Value
At 31 March 2022 — 5 5
At 31 March 2023 — 3 3
At 31 March 2024 — 1 1
Company Plant, fixtures IT
& fittings equipment Total
£’000 £’000 £’000
Cost
At 31 March 2022 — 5 5
Additions — — —
At 31 March 2023 — 5 5
Additions — — —
Disposals — — —
At 31 March 2024 — 5 5
Accumulated Depreciation
At 31 March 2022 — 2 2
Charge for the period — 1 1
Disposals — — —
At 31 March 2023 — 3 3
Charge for the period — 2 2
Disposals — — —
At 31 March 2024 — 5 5
Net Book Value
At 31 March 2022 — 3 3
At 31 March 2023 — 2 2
At 31 March 2024 — — —
Depreciation is charged to operating expenses.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
50
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
11. INTANGIBLE ASSETS
Group Licences
£’000
Cost
At 31 March 2022, 31 March 2023 and 31 March 2024 168
Amortisation
At 31 March 2022 115
Charge for the period 10
At 31 March 2023 125
Charge for the period 9
At 31 March 2024 134
Net Book Value
At 31 March 2022 53
At 31 March 2023 43
At 31 March 2024 34
Intangible assets constitute licenses to intellectual property. The remaining amortisation periods are between 3 and 13 years.
Amortisation is charged to operating expenses. The Group reviewed the amortisation period and the amortisation method
for the intangible assets at the end of the reporting period and considered them appropriate.
The Group continually monitors events and changes in circumstances that could indicate that the intangible assets
may be impaired.
As at 31 March 2024, the Company had no intangible assets (31 March 2023: £nil).
12. INVESTMENTS IN AND LOANS TO SUBSIDIARY UNDERTAKINGS (COMPANY)
The consolidated financial statements of the Group as at 31 March 2024 include the following in relation:
Company Investments in
subsidiaryundertaking Total
£’000 £’000
Cost
At 31 March 2022 73 73
Increase / (Decrease) in movements — —
At 31 March 2023 73 73
Increase / (Decrease) in movements — —
At 31 March 2024 73 73
Provision
At 31 March 2022 — —
Provided during the period — —
At 31 March 2023 — —
Provided during the period — —
At 31 March 2024 — —
Net Book Value
At 31 March 2022 73 73
At 31 March 2023 73 73
At 31 March 2024 73 73
Subsidiary undertakings Country of incorporation Principal activity Class of shares held 31 March 2024
TheraCryf Pharma Ltd* England and Wales Research and development Ordinary 100%
* The registered office of Alderley Park, Congleton Road, Nether Alderley, Cheshire, United Kingdom, SK10 4TG.
The cost for the investment in the subsidiary for both financial years was £73,000 with no impairments.
FINANCIAL STATEMENTS
51
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
13. TRADE AND OTHER RECEIVABLES
Group Company
Restated Restated
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Amounts receivable within one year
Other receivables 497 43 497 12
Other taxation and social security 45 61 45 61
Prepayments 52 112 52 112
Trade and other receivables 594 216 594 185
Amounts due greater than one year 10,181 10,281
The Directors believe that the carrying value of trade and other receivables represents their fair value. In determining the
recoverability of trade and other receivables the Group considers any change in the credit quality of the receivable from the
date credit was granted up to the reporting date. For details on the Group’s credit risk management policies, refer to Note 19.
The carrying amounts of the Group’s receivables are all denominated in Pounds Sterling.
No classes within external trade and other external receivables contain assets which are considered to be impaired. The maximum
exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not
hold any collateral as security.
The amounts owed by subsidiary undertakings include a loan to Theracryf Pharma Limited (formerly Evgen Limited) for £10,181k
(2023: £10,281k). There is no interest payable on this loan and no fixed repayment date. The Parent Company has confirmed that
it does not intend to seek repayment of the loan balance for at least twelve months from the date of these financial statements.
The intercompany loan has been impaired by £nil (2023: £1,370k) under IFRS 9 as set out in note 2.
14. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Group Company
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Short-term investments and cash on deposit — — — —
Cash at bank and in hand 2,004 5,000 1,953 4,708
Total 2,004 5,000 1,953 4,708
At 31 March 2024 no cash or cash equivalents were held on deposit in either the Group or the Company (31 March 2023: nil).
The Directors consider that the carrying value of cash and cash equivalents and short-term investments approximates
their fair value. For details on the Group’s credit risk management refer to note 19.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
52
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
15. TRADE AND OTHER PAYABLES
Group Company
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2024 2023 2024 2023
£’000 £’000 £’000 £’000
Amounts falling due within one year
Trade payables 330 402 327 398
Other taxation and social security 30 33 23 28
Other payables 45 7 44 6
Accrued expenses 318 391 314 354
Trade and other payables 723 833 708 786
Trade and other payables principally consist of amounts outstanding for trade purchases and ongoing costs. They are non-interest
bearing and are normally settled on 30 to 45 day terms. The Directors consider that the carrying value of trade and other payables
approximates to their fair value. All trade and other payables are denominated in Sterling. The Group has financial risk
management policies in place to ensure that all payables are paid within the credit timeframe and no interest has been charged
by any suppliers as a result of late payment of invoices during the period. There are no material contingent liabilities or
commitments and no guarantees have been entered into.
16. ISSUED CAPITAL AND RESERVES
Group and Company
Share Share
Capital Premium Total
Ordinary shares of 0.25p each Number £’000 £’000 £’000
As at 31 March 2023 & 31 March 2024 274,888,117 687 27,870 28,557
There were no new shares issued in the year ending 31 March 2024.
All shares in issue are fully paid.
The ordinary shares rank pari passu in all respects in relation to dividends and repayment of capital and have equal voting rights
with one vote per share. There are no restrictions on the transferability of the shares.
The Group and Company do not have an authorised share capital as provided by the Companies Act 2006.
Other reserves
The share premium reserve represents the difference between the net proceeds of equity issues and the nominal share capital
of the shares issued.
The merger reserves at 31 March 2024 and 2023 arose from the acquisition of Theracryf’s sole subsidiary, Theracryf Pharma Limited
(formerly Evgen Limited), in 2014 which is accounted for using the merger method of accounting.
The share-based compensation reserve reflects the aggregate fair value of equity-settled share-based payment transactions.
Reserves classified as retained deficit represent accumulated losses. None of the reserves are distributable.
17. SHARE-BASED PAYMENTS
Certain Directors and employees of the Group hold options to subscribe for shares in the Group under share option schemes.
The number of shares subject to options, the periods in which they were granted and the period in which they may be exercised
are given below.
The Group operates one active share option scheme (31 March 2023: one), in addition share options have been granted under
standalone unapproved share option agreements. Options are currently granted for £nil consideration and are exercisable
at a price determined on the date of the grant.
FINANCIAL STATEMENTS
53
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
17. SHARE-BASED PAYMENTS CONTINUED
At 31 March 2024 the Company had 14,574,910 (2023: 20,730,037) unissued ordinary shares of £0.0025 under the Company’s share
option schemes, details of which are as follows:
Option Date
price from which
Grant date Number (pence) exercisable Expiry date
21-Oct-15 291,891 — 21-Oct-15 21-Oct-25
13-Jul-21 207,400 — 13-Jul-24 13-Jul-31
08-Dec-21 4,122,370 — 13-Jul-24 13-Jul-31
15-Dec-22 9,953,249 — 14-Dec-25 14-Dec-32
Total 14,574,910
Movements on share options during the year were as follows:
Date
Exercise At 1 April Lapsed/ At 31 March from which
price 2023 Granted Exercised cancelled 2024 exercisable Expiry date
0.1062 224,800 — — (224,800) — 14-Aug-15 14-Aug-23
Nil 291,891 — — — 291,891 21-Oct-15 21-Oct-25
Nil 4,498,236 — — (4,498,236) — 06-Oct-23 06-Oct-30
Nil 289,937 — — (82,537) 207,400 13-Jul-24 13-Jul-31
Nil 4,302,974 — — (180,604) 4,122,370 13-Jul-24 13-Jul-31
Nil 11,122,199 — — (1,168,950) 9,953,249 14-Dec-25 14-Dec-32
Total 20,730,037 — — (6,155,127) 14,574,910
As at the year end, the reconciliation of share option scheme movements is as follows:
As at 31 March 2024 As at 31 March 2023
Number WAEC (pence) Number WAEC (pence)
Outstanding at start of the year 20,730,037 0.1151 10,587,665 0.3538
Granted — — 11,122,199 —
Exercised — — — —
Lapsed/cancelled (6,155,127) 0.3877 (979,827) 1.3880
Outstanding at end of year 14,574,910 — 20,730,037 0.1151
Exercisable at end of year — — 516,690 4.6183
Options are only exercisable for cash. Options vest 3 years from grant subject to the achievement of shareholder return,
and for more recent grants, corporate performance targets and time vesting. Options which do not vest lapse.
The Group has accounted for the charge arising from the issue of share options as below:
The total charge recognised for the year ended 31 March 2024 is £136,554 (2023: £156,809). The fair values of the options granted
have been estimated using a Black Scholes model. Assumptions used were an option life of 5 years, a risk-free rate of between
0.17 and 3.29 per cent, a volatility of between 60 and 101.5 per cent and no dividend yield. The expected volatility is assessed
by reference to historic volatility and on the advice of the Company’s brokers.
The weighted average remaining contractual life of share options outstanding at the end of the year was 8.15 years (2023: 8.72 years).
The weighted average fair value of options granted as of the grant date was £0.055 (2023: £0.07).
The weighted average share price used in the Black Scholes model was £0.0568 (2023: £0.07).
18. LEASE ARRANGEMENTS
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Minimum lease payments under operating leases recognised as an expense in the period — 7
The total cash outflow for leases in the year ended 31 March 2024 was £9,771 (2023: £9,921).
Lease payments represent rentals payable by the Group for its serviced office space. As at 31 March 2024 period remaining
on lease was 12 months.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
54
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
19. FINANCIAL RISK MANAGEMENT
The main risks arising from the Group’s financial instruments are cash flow and liquidity, credit risk and foreign currency risk.
The Group’s financial instruments comprise cash and various items such as trade receivables and trade payables, which arise
directly from its operations.
Cash flow and liquidity risk
Management monitors the level of cash on a regular basis to ensure that the Group has sufficient funds to meet its commitments
when due. The table below analyses the Group and Company’s financial assets and liabilities by category:
Group Company
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2024 2023 2024 2023
Financial Financial Financial Financial
assets at assets at assets at assets at
amortised amortised amortised amortised
cost cost cost cost
£’000 £’000 £’000 £’000
Assets as per statement of financial position
Other receivables 497 43 497 12
Amounts due from subsidiary undertakings — — 10,181 10,281
Short-term investments and cash on deposit — — — —
Cash and cash equivalents 2,004 5,000 1,953 4,708
Total 2,501 5,043 12,631 15,001
Group Company
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2024 2023 2024 2023
Financial Financial Financial Financial
liabilities at liabilities at liabilities at liabilities at
amortised amortised amortised amortised
cost cost cost cost
£’000 £’000 £’000 £’000
Liabilities as per statement of financial position
Trade payables 330 402 327 398
Other creditors and accruals 362 398 358 360
Total 692 800 685 758
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group’s financial assets are cash and cash equivalents and trade and other receivables. The carrying value of these assets
represent the Group’s maximum exposure to credit risk in relation to financial assets.
The Group’s policy is to minimise the risks associated with cash and cash equivalents by placing these deposits with institutions
with a recognised high credit rating.
The Group potentially has credit risk on its trade receivables. The amounts presented in the balance sheet are net of allowances
for doubtful receivables, estimated by the Group’s management based on prior experience and their assessment of the current
economic environment. An allowance for impairment is made where there is an identified loss event, which, based on previous
experience, is evidence of a reduction in the recoverability of the cash flows. Currently the Group has limited sales and therefore
trade receivables.
The Group gives careful consideration to which organisations it uses for banking in order to minimise credit risk. The Group holds
cash and deposits with two large banks in the UK, institutions with an A1 credit rating (long term, as assessed by Moody’s).
The amounts of cash and deposits held with these banks at the reporting date can be seen in the financial assets table above.
Split of cash and cash equivalents between UK Sterling and other currencies is provided in to Financial Currency Risk note below.
There was no significant external concentration of credit risk at the reporting date.
The carrying amount of financial assets recorded in the Consolidated Statement of Financial Position, net of any allowances for
losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.
Details of the allowance for impairment losses on financial assets are set out in note 12.
FINANCIAL STATEMENTS
55
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
19. FINANCIAL RISK MANAGEMENT CONTINUED
Credit risk continued
An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence
of a reduction in the recoverability of the cash flows. The Directors consider the above measures to be sufficient to control the
credit risk exposure. No collateral is held by the Group as security in relation to its financial assets.
Interest rate risk
As the Group has no significant borrowings, the risk is limited to the reduction of interest received on cash surpluses held
at bank. The Group’s deposit accounts all receive a fixed rate of interest and therefore the exposure to interest rate movements
is immaterial.
Maturity profile
As all financial assets and financial liabilities are expected to mature within the next twelve months thus aged analysis of these
has not been presented.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s use of suppliers operating
overseas, primarily invoicing in Euro and US dollars. The Group’s exposure to foreign currency changes for all other currencies
is not material and therefore no sensitivity analysis is disclosed.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the year-end
are shown below:
2024
GBP EUR USD Total
Group £’000 £’000 £’000 £’000
Assets and liabilities as per statement of financial position
Short-term investments and cash on deposit — — — —
Cash and cash equivalents 2,004 — — 2,004
Trade receivables — — — —
Trade payables (328) (2) — (330)
Total 1,676 (2) — 1,674
2023
GBP EUR USD Total
Group £’000 £’000 £’000 £’000
Assets and liabilities as per statement of financial position
Short-term investments and cash on deposit — — — —
Cash and cash equivalents 4,722 — 278 5,000
Trade receivables — — — —
Trade payables (306) — (96) (402)
Total 4,416 — 182 4,598
Given the immaterial net asset balances in foreign currency and limited procurement from overseas suppliers, the exposure
to a change in exchange rates is small and therefore no sensitivity analysis is disclosed.
At present the Group does not make use of financial instruments to minimise any foreign exchange gains or losses
so any fluctuations in foreign exchange movements may have an adverse impact on the results from operating activities.
Fair value of financial assets and liabilities
There is no material difference between the fair value and the carrying values of the financial instruments because
of the short maturity period of these financial instruments and their intrinsic size and risk.
Capital risk management
The Group considers capital to be shareholders’ equity as shown in the consolidated statement of financial position,
as the Group is primarily funded by equity finance. The Group is not yet in a position to pay a dividend.
The Group’s objective when managing capital is to maintain adequate financial flexibility to preserve its ability to meet
financial obligations, both current and long term. The capital structure of the Group is managed and adjusted to reflect changes
in economic conditions. The Group funds its expenditures on commitments from existing cash and cash equivalent balances,
primarily received from issuances of shareholders’ equity. There are no externally imposed capital requirements. Financing
decisions are made based on forecasts of the expected timing and level of capital and operating expenditure required to meet
the Group’s commitments and development plans.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
56
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
20. RELATED PARTY TRANSACTIONS
Group
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation
and are not disclosed in this note.
Key management compensation is disclosed in Note 7 of the consolidated financial statements. Directors’ emoluments
are disclosed in the Remuneration Committee Report.
During the year ended 31 March 2024, the Group purchased consultancy services totalling £nil (year ended 31 March 2023: £nil)
from FD Consult Ltd, a company controlled by Richard Moulson. The amount owed to FD Consult Ltd at 31 March 2024 was £nil
(31 March 2023: £nil).
During the year the Group purchased services from Biotech industry membership organisation OBN Ltd, a company for which
Huw Jones acts as a non-executive director, totalling £1,440 (2023: £1,440). The amount owed to OBN at 31 March 2024 was £nil
(31 March 2023: £nil).
During the year the Group purchased services from Daffodil Consulting LLP, a partnership for which Huw Jones is a designated
member, totalling £9,689 (2023: £9,176). The amount owed to Daffodil Consulting LLP at 31 March 2024 was £867
(31 March 2023: £nil).
During the year the Group purchased services from Borealito GmbH, a company controlled by Toni Hänninen, totalling £98,766
(2023: £nil). The amount owed to Borealito GmbH at 31 March 2024 was £20,632 (31 March 2023: £nil).
Company
The Company is responsible for financing and setting Group strategy. The Company’s subsidiary carried out the Group’s
development strategy and managed the Group’s intellectual property. The Company provides interest free and unsecured
funding to its subsidiary with no fixed date of repayment. Details of intercompany balances can be found in Note 12.
Ultimate controlling party
The Directors consider there is no ultimate controlling party.
21. PRIOR YEAR ADJUSTMENT
Management have reviewed the likelihood of it’s subsidiary TheraCryf Pharma Limited (formerly Evgen Limited) repaying the
balance due within an operating cycle of 12 months and based on forecasts of the subsidiary deem it unlikely that the balance
would have been considered recoverable within 12 months of either balance sheet date presented. As such, management have
recognised this is as an error and amended the prior period figures in which to reflect the correct classification as due in greater
than one year.
As a result of the review, the full balance due from TheraCryf Pharma Limited of £10.3m has been reclassified as a debtor
due in greater than one year.
The prior year adjustment has not impacted the statement of comprehensive income, statement of changes in equity and
cashflow statement. The adjustment also has no impect on the disclosure of basic and diluted earnings per share as disclosed
per the statement of comprehensive income and note 9.
The adjustment results in a change within assets only which has been reflected in the statement of financial position below.
FINANCIAL STATEMENTS
57
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
NOTES TO THE FINANCIAL
STATEMENTS CONTINUED
21. PRIOR YEAR ADJUSTMENT CONTINUED
As previously
stated at Restatement Restated at
31 March 31 March 31 March
2023 2023 2023
Company £’000 £’000 £’000
ASSETS
Non-current assets
Property, plant and equipment 2 — 2
Intangible assets — — —
Investments in subsidiary undertaking 73 — 73
Loans to group undertaking — 10,281 10,281
Total non-current assets 75 10,281 10,356
Current assets
Trade and other receivables 10,466 (10,281) 185
Current tax receivable 842 — 842
Short-term investments and cash on deposit — — —
Cash and cash equivalents 4,708 — 4,708
Total current assets 16,016 (10,281) 5,735
Total assets 16,091 — 16,091
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 786 — 786
Total current liabilities 786 — 786
Equity
Ordinary shares 687 — 687
Share premium 27,870 — 27,870
Merger reserve — — —
Share based compensation 509 — 509
Retained deficit (13,761) — (13,761)
Total equity attributable to equity holders of the parent 15,305 — 15,305
Total liabilities and equity 16,091 — 16,091
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
57
58
TheraCryf plc (formerly Evgen Pharma plc)
2024 Annual Report & Financial Statements
FINANCIAL STATEMENTS
21. PRIOR YEAR ADJUSTMENT CONTINUED
Company Statement of Financial Position
As at 31 March 2024
As previously
stated at Restatement Restated at
31 March 31 March 31 March
2022 2022 2022
Company £’000 £’000 £’000
ASSETS
Non-current assets
Property, plant and equipment 3 — 3
Intangible assets — — —
Investments in subsidiary undertaking 73 — 73
Loans to group undertaking — 10,376 10,376
Total non-current assets 76 10,356 10,452
Current assets
Trade and other receivables 10,487 (10,376) 111
Current tax receivable 361 — 361
Short-term investments and cash on deposit 4,520 — 4,520
Cash and cash equivalents 3,812 — 3,812
Total current assets 19,180 (10,376) 8,804
Total assets 19,256 — 19,256
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 369 — 369
Total current liabilities 369 — 369
Equity
Ordinary shares 687 — 687
Share premium 27,870 — 27,870
Merger reserve — — —
Share based compensation 490 — 490
Retained deficit (10,160) — (10,160)
Total equity attributable to equity holders of the parent 18,887 — 18,887
Total liabilities and equity 19,256 — 19,256
22. SUBSEQUENT EVENTS
Effective from 5 April 2024, TheraCryf Plc acquired 100% of the share capital of Chronos Therapeutics Ltd, for an initial
consideration of £899,481, and up to £2.5m in milestone payments, all in TheraCryf shares.
On the 5 April 2024 the Company issued 79,400,000 new Ordinary Shares of £0.0025 each in the capital of the Company (the
“Placing Shares”) at a price of 1 pence per Placing Share (the “Issue Price”) to raise approximately £0.8 million (before expenses)
(the “Placing”).
On the 5 April 2024 the Company has also raised an additional £56,000 by way of direct subscription for new Ordinary Shares
by Company Directors and PDMRs, including amongst others, Dr Susan Foden (Chair), Dr Huw Jones (CEO) and Toni Hänninen
(CFO). The Subscribers have agreed to subscribe for, in aggregate, 5,600,000 new Ordinary Shares (the “Subscription Shares”)
at the Issue Price (the “Subscription”). In addition to the Subscription as noted above, certain other PDMRs including Dr Helen
Kuhlman (CBO) have subscribed for 3,000,000 new Ordinary Shares in aggregate via the Placing.
On the 5 April 2024 the Company issued an additional 5,167,000 new Ordinary Shares of £0.0025 each in the capital of the
Company via Retail offer (the “Retail Offer”) at a price of 1 pence per Placing Share (the “Issue Price”) to raise approximately £51,670.
Effective from 25 April 2024, Evgen plc actioned a change of name to TheraCryf plc, with a new TIDM of TCF.
ADDRESSES AND ADVISERS
THERACRYF PLC
(formerly EVGEN PHARMA PLC)
Registered office:
Theracryf plc (formerly Evgen Pharma plc)
Alderley Park
Congleton Road
Nether Alderley
SK10 4TG
Website: www.theracryf.com
Registered number: 09246681
Domiciled in the United Kingdom
Registered in England and Wales
STATUTORY AUDITORS
RSM UK Audit LLP
Third Floor, Centenary House
69 Wellington Street
Glasgow
G2 6HG
NOMINATED ADVISER AND BROKER
Cavendish Corporate Finance
1 Bartholomew Close
London
EC1A 7BL
REGISTRAR
SLC Registrars (a division of EQ)
P.O. Box 5222
Lancing
BN99 9FG
LEGAL ADVISERS
Pinsent Masons LLP
30 Crown Place
London
EC2A 4ES
FINANCIAL PUBLIC RELATIONS
Instinctif Partners
65 Gresham Street
London
EC2V 7NQ
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Designed and produced by effektiv
+44 (0)20 7459 4266 / www.effektiv.co.uk
TheraCryf PLC
Registered office:
Alderley Park, Congleton Road
Nether Alderley, SK10 4TG
Website: www.theracryf.com
Registered number: 09246681
Domiciled in the United Kingdom
Registered in England and Wales