Nuformix plc
Annual Report and Accounts
For the Period Ended 30 September 2023
Contents
1
Company Information....................................................................................................... 2
Overview ............................................................................................................................ 3
Non-Executive Directors’ Statement ............................................................................... 4
Strategic Report ................................................................................................................ 9
Board of Directors .......................................................................................................... 16
Corporate Governance Report ....................................................................................... 17
Remuneration Report ..................................................................................................... 23
Remuneration Policy ...................................................................................................... 25
Directors’ Report ............................................................................................................. 28
Independent Auditor’s Report ........................................................................................ 31
Consolidated Statement of Comprehensive Income ................................................... 40
Consolidated Statement of Financial Position ............................................................. 41
Consolidated Statement of Changes in Equity .............................................................. 42
Consolidated Statement of Cash Flows ........................................................................ 43
Notes to the Consolidated Financial Statements ......................................................... 44
Company Statement of Financial Position ................................................................... 64
Company Statement of Changes in Equity ..................................................................... 65
Company Statement of Cash Flows .............................................................................. 66
Notes to the Company Financial Statements ............................................................... 67
2
Company Information
Directors
Dr Julian C Gilbert
Ms Madeleine E Kennedy
Dr Daniel J Gooding (appointed 1 August 2022)
Company Secretary
Ben Harber
Registered Office
6th Floor
60 Gracechurch Street, London
EC3V 0HR
Auditors
Kreston Reeves LLP
Brokers
Registrars
168 Shoreditch High Street
London
E1 6RA
Stanford Capital
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Link Group
10th Floor
Central Square
29 Wellington Street, Leeds
LS1 4DL
3
Overview
About Nuformix
Nuformix plc (“Nuformix” or the “Company”) and its subsidiary (together the “Group”) is a pharmaceutical
development group targeting unmet medical needs in fibrosis and oncology via drug repurposing. The Group
aims to use its expertise in discovering, developing and patenting novel drug forms with improved physical
properties, to develop new products that are differentiated from the original product (by way of dose,
delivery route or presentation), thus creating new and attractive commercial opportunities. Nuformix has an
early-stage pipeline of preclinical assets with potential for significant value and early licensing opportunities.
4
Non-Executive Directors’ Statement
Dear Shareholder,
Introduction
The key priority for the directors continues to be to focus on the Company’s early-stage pipeline of preclinical
assets and ensure strength in the areas of drug development, business development and financial control
within the Group. We operate a lean structure with the limited Board and bring in specialists and consultants,
experts in their field, to support the business as required.
Pipeline
Nuformix has an early-stage pipeline of preclinical assets in development to address the high unmet medical
need in fibrosis and oncology. We target solutions using our expertise to develop and file patent applications
on novel crystalline forms of existing, marketed drugs, that have improved physical properties, with the aim
of developing novel products in new indications to create attractive commercial opportunities. Importantly,
the commercial opportunity is optimised when the repurposed product is differentiated from the original
marketed drug by way of either dose, route of administration or presentation.
Drug repurposing is a well-known and successful strategy for enhancing the therapeutic and commercial
value of marketed drugs, and their development typically brings a greater probability of success compared
to developing newly discovered drugs, due to the existing data that has been generated on the marketed
drug. This existence of data may also result in lower overall development costs and shorter development
timelines.
The Group’s business model is to take these assets to key value inflection points before partnering or
licensing. We conduct our R&D activities through out-sourcing, to enable us to access the different types of
expertise that are needed for drug R&D and to minimise our operational costs. We have a strong network of
external contractors, with whom we have had relationships over many years.
NXP002 (novel proprietary form of tranilast) – Idiopathic Pulmonary Fibrosis (“IPF”)
NXP002 is the Group's preclinical lead asset and a potential novel inhaled treatment for IPF and possibly
other fibrosing interstitial lung diseases ("ILDs"). It is a proprietary, new form of the drug tranilast, which
allows the drug to be delivered in an inhaled formulation.
IPF is a devastating lung disease associated with a higher mortality rate than many cancers. Thus, IPF
represents a high unmet medical need such that the requirement for improved treatment options represents
a significant commercial opportunity. IPF is classified as a rare disease and presents a global commercial
market that is forecast to grow to US$8.8bn by 2027. Sales of standard-of-care therapies OFEV and Esbriet
(now off patent) achieved US$3.5bn and US$0.8bn respectively in 2022.
Tranilast has a long history of safe use as an oral drug for asthma, keloids and hypertrophic scarring, but
there is growing evidence that supports its potential use in other fibrotic conditions, including IPF. NXP002
is differentiated as it is a patent protected new form of tranilast that has been enabled for formulation and
delivery direct to the lungs by inhalation, a new route of administration for this drug. The inhalation route is
a well-known strategy for treatment of lung diseases to yield greater efficacy and reduce systemic side-
effects compared to oral treatment. Discontinuation rates for standard-of-care IPF therapies can be as high
as 80% in certain patient groups due to their debilitating systemic side-effects.
5
Non-Executive Directors’ Statement
Effective inhalation therapies offer the potential to overcome these limitations of oral therapies. Nuformix
owns granted patents protecting new forms of tranilast, in addition to a recently filed patent protecting its
use with SoC in IPF, with patent prosecution progressing in major pharmaceutical territories.
As a potential treatment for IPF, which is a rare disease, NXP002 is a likely candidate for Orphan Drug
Designation, which could provide additional product protection against potential competitors. The
positioning of NXP002 as an inhaled treatment for IPF could be either as added to Standards of Care (SoCs)
or administered as a monotherapy for patients non-responsive to SoCs and those declining these therapies
due to side effects which impact quality of life.
The preclinical inhalation strategy, initiated by the Company has significantly progressed NXP002
demonstrating:
•
it can be delivered in-vivo by a range of nebulisers at the optimum particle size for delivery to the
deep lung;
• very high doses appear to be well-tolerated; and
• an in-vivo inhalation dose response was observed for inflammatory and fibrotic biomarkers that is
consistent with all ex-vivo human IPF tissue studies to date.
The Company conducted studies in a new iteration of a 3D human IPF lung tissue using a disease and species
relevant model that has been advanced to significantly reduce output variability. The results from these
studies of NXP002 alone and in combination with current SoC, can be summarised as follows:
• NXP002 is well tolerated in ex-vivo human lung tissue with no signs of toxicity events;
• NXP002 alone delivers a strong, consistent anti-fibrotic and anti-inflammatory effect as
demonstrated by modulation of the release of multiple biomarkers of fibrosis and inflammatio
• both high and low concentrations of NXP002 show an additive anti-fibrotic and anti-inflammatory
effect to SoC;
•
•
in particular, the higher concentrations of NXP002 with SoC's deliver a near complete ablation of
fibrosis biomarker release, yet at lower concentrations than have been seen in other preclinical
models to date; and
the clear, pronounced additive benefit of NXP002 on top of SoCs observed suggests that NXP002 will
provide additional efficacy, even in patients responding to SoC therapy. This raises the possibility
that NXP002 targets additional disease pathways to SoC's when increasing the combined anti-fibrotic
and anti-inflammatory response.
As announced on 18 May 2023, following success in suppressing biomarkers of fibrotic disease progression
in human IPF lung tissue, the same samples were analysed to assess additional mechanistic and anti-
inflammatory benefits on top of SoC's and the results are summarised as follows:
• NXP002 alone delivers a strong, consistent anti-inflammatory effect as demonstrated by suppression
of the release of inflammatory cytokines by over 90% for all cytokines studied; and
6
Non-Executive Directors’ Statement
•
the results further suggests that NXP002 will provide additional efficacy in combination with SoC's,
even in patients responding to SoC therapy alone.
Nuformix has developed a Target Product Profile (“TPP”) that is consistent with twice daily inhalation
administration. To assess NXP002's duration of action in relation to the TTP, the Company initiated work in
an exploratory model in healthy human lung tissue. The model also bridges the Company's successful
preclinical work across a variety of LPS-challenge studies. The results are summarised as follows:
• NXP002 suppresses the release of inflammatory cytokines by healthy human lung tissue following
LPS challenge; and
• a strong anti-inflammatory effect remains at 12 hours post drug dosing demonstrated by continued
suppression of the release of inflammatory cytokines following LPS challenge, confirming NXP002
has a suitable duration of action to support its TTP of twice daily dosing.
Overall, the results further strengthen NXP002's potential for development as a new inhaled treatment for
IPF either in addition to existing therapies or as a monotherapy. The Board continues to be encouraged by
the progress of the studies and the positive data generated to date, in particular the recent duration of action
study results and is focused on next steps which include:
• expansion of the current studies to include further human IPF tissue donors to demonstrate the
robustness of NXP002's anti-fibrotic response alone and in SoC combinations; and
•
formally commencing the NXP002 partnering process.
Post-period end on 23 October 2023, the Company announced that it was issued with an Official Decision to
Grant Notice of Allowance for Japanese National Phase Patent Application No. 2020-555115 entitled
"CRYSTALLINE TRANILAST SALTS AND THEIR PHARMACEUTICAL USE". This patent, which has already been
granted in the US, describes proprietary new forms of the drug tranilast being progressed by the Company
as a potential novel IPF treatment. These proprietary drug forms uniquely enable delivery via an inhaled
nebulised formulation.
NXP004 (novel forms of olaparib) – Oncology
The Group discovered novel forms of olaparib, a drug currently marketed by AstraZeneca, as Lynparza®.
Lynparza® was first approved in December 2014 for the treatment of adults with advanced ovarian cancer
and deleterious or suspected deleterious germline BRCA mutation. Since then, it has secured similar
approvals in breast, pancreatic and prostate cancers with further trials on-going. These approvals have
propelled Lynparza® sales to US$2.6bn in 2022 with industry analysts forecasting annual sales of US$9.7bn
by 2028.
The Group has filed two patent applications on its novel forms of olaparib with the potential for patent life
to 2040/2041.
The Company demonstrated enhanced performance of NXP004 cocrystals compared to olaparib.
Subsequently, further preformulation studies allowed the Company to identify lead cocrystals to be
progressed for further development.
7
Non-Executive Directors’ Statement
Results from in vitro dissolution studies demonstrated that the two lead NXP004 cocrystals out-performed
Lynparza®, both in terms of rate and extent of dissolution and release of olaparib.
Enhancement of dissolution in the currently marketed formulation of Lynparza® resulted in improved
bioavailability versus the initial marketed product. Therefore, the NXP004 programme may offer potential
to further increase olaparib bioavailability. In addition, the potential simplicity of NXP004-based formulations
may offer improvements in product cost-of-goods versus the currently marketed product, which requires
complex manufacturing methods.
These attributes position NXP004 for applications in line-extensions for the currently marketed product, or
for possible development in future first-to-generic products.
The Company will now consider the design and execution of suitable preclinical pharmacokinetic models to
further investigate and validate NXP004's potential for enhancing the oral absorption of olaparib. Securing
these data will enable commencement of discussions with potential commercialisation partners.
This work will direct and support future out-licensing discussions for NXP004.
NXP001 (new form of aprepitant) – Oncology
NXP001 is a proprietary new form of the drug aprepitant that is currently marketed as a product in the
oncology supportive care setting (chemotherapy induced nausea and vomiting) exclusively licensed to Oxilio
for oncology indications.
On 18 September 2023, the Company announced that Oxilio had acquired ownership of its NXP001 patent
estate for which Nuformix received new immediate and near-term undisclosed milestone payments, whilst
retaining further development milestones and royalties capped at £2 million per year.
Fundraising
On 13 April 2023, the Company completed a subscription to raise gross proceeds of £70,000 through a
subscription for 35,000,000 new ordinary shares of 0.1 pence each in the capital of the Company (the "New
Ordinary Shares") at a price of 0.20 pence per share (the "Subscription"). The Subscription was undertaken
with a single UK-based FCA regulated institutional investor. The New Ordinary Shares represented
approximately 4.7 per cent. of the Company's enlarged issued share capital.
In addition, the participant in the Subscription was issued with one warrant for every one New Ordinary
Share subscribed for with an exercise price of 0.25 pence per warrant. These warrants are exercisable for
two years from 21 April 2023 ("Warrants"). If the Warrants are exercised in full, it would result in the issue
of an additional 35,000,000 new ordinary shares raising a further £87,500 for the progression of the
Company's business activities. The New Ordinary Shares and Warrants were issued pursuant to the
Company's existing share issuance authorities.
The net proceeds of the Subscription are being used by the Company primarily to further advance its NXP002
programme for the inhaled treatment of IPF.
8
Non-Executive Directors’ Statement
Lanstead Subscription and Sharing Agreements
During the period the Company received proceeds from the Company’s subscription and associated sharing
arrangements with Lanstead Capital Investors L.P. (“Lanstead”), as announced on 14 December 2021, 17
January 2022 and 12 April 2022. The sharing agreements ended in October 2023, concluding this
arrangement and the Company is due no further funds from Lanstead.
Business Development
During the period the Company has switched its focus to business development activities to explore
partnering opportunities for both its NXP002 and NXP004 programmes, attending both the European
Respiratory Conference in Milan and the IPF Summit in Boston. Those partnering activities are ongoing.
Summary and Outlook
The strategy of the Group is to continue to optimise value from its existing assets while maintaining tight
control of costs. The proceeds from the Lanstead Sharing Agreements, the April 2023 fundraise proceeds and
the milestone payment received from Oxilio in September 2023 and post-period in December 2023 have
enabled the Group to continue to advance and exploit the current assets within the portfolio through
selective additional R&D and business development activities as set out above. The Group is conducting
business development/licensing activities for all its assets using a structured and data-driven approach, with
the goal of seeking global licensing deals. Our focus and emphasis is to progress our NXP002 and NXP004
programmes where required to complete licensing transactions and achieve value creation to generate a
return for shareholders.
We would like to thank all stakeholders and in particular our shareholders for their continued support and
we look forward to the remainder of the year and beyond with confidence that significant value can be
realised from our portfolio of assets over time.
Julian Gilbert
Non-Executive Chairman
2 January 2024
Madeleine Kennedy
Non-Executive Director
2 January 2024
9
Strategic Report
Review of the Business
A review of the period of these accounts is given in the Non-Executive Directors’ Statement on pages 4 to
8.
Risks and uncertainties
The Group’s risk management policy is regularly reviewed and updated in line with the changing needs of
the business. Risk is inherent in all business. Set out below are certain risk factors which could have an impact
on the Group’s long-term performance and mitigating factors adopted to alleviate these risks. This does not
purport to be an exhaustive list of the risks affecting the Group.
The primary risks identified by the Board are:
Strategic risks
• Funding the business
The biotechnology and pharmaceutical industries are very competitive, with many major players having
substantial R&D departments with greater resources and financial support. The Group aims to execute
licensing deals early in the development process in order to generate revenue to support the business. The
Group’s lead asset is targeted towards IPF, a disease area where there is good precedent for licensing deals
at early stages of development. Without licensing revenue, reliance falls on raising funds from investors or
potential M&A opportunities. Failure to generate additional funding from these sources, if required, would
compromise the Group’s ability to achieve its strategic objectives as set out in the outlook on page 6. There
is a material uncertainty around achieving early licensing deals and, if needed, raising additional funds.
However, it is the Directors’ reasonable expectation that the Group has adequate resources to continue to
operate as a going concern for at least twelve months from the date of the approval of the accounts. In
forming this assessment, the Directors have prepared cashflow forecasts covering the period ending 31
December 2024 that take into account the likely run rate on overheads and research and development
expenditure and the prudent expectations of income from out-licensing rights to its programmes or a
fundraising. The proceeds from the Lanstead sharing agreements ended in October 2023.
• Feasibility of drug candidates
Pharmaceutical R&D is an inherently risky activity and drug candidates can fail due to a lack of efficacy, lack
of potency, unsuitable pharmacokinetic properties, unacceptable toxicology profile, poor stability of the drug
or formulation, poor performance of the drug product, or other technical issues unforeseen at the time of
candidate selection. This is the main reason that conventional pharmaceutical R&D takes many years and
billions of dollars to progress a drug from discovery through to an approved medicine. It is possible that the
drug candidates selected by the Group are found to be non- viable for further development although the
Group’s model of repurposing and working on known drugs allows us to mitigate this risk to a certain extent.
10
Strategic Report
Continued
• Failure to generate and protect our IP
If our IP rights are not adequately secured or defended against infringement, or conversely become subject
to infringement claims by others, commercial exploitation could be completely inhibited. The Group
constantly monitors its patents and is prepared to defend them rigorously.
By virtue of conducting research on known drugs, competitors may file patent applications on the same drugs
as the Group, and thus there is a risk of securing new granted patents. There is a delay of up to 18 months in
publishing patent applications and thus it is not always known whether the Group’s inventions will be novel.
This is mitigated through knowledge and expertise in identifying new IP and promptly filing patent
applications.
• Unrealistic goals and timeframes
The Board has a duty to maintain a realistic view of the chances of success of products, deals and
partnerships. Should this not be managed accurately and appropriately, the Group and its Board and staff
risk financial, business and reputational damage, whilst its shareholders become exposed to investment risk
and uncertainty over the Group’s viability and status. The Board continually reviews expectations and
communications in the public domain to reduce the risk of misalignment.
• Reliance on partners
To progress the development of a drug candidate requires resources, financial and otherwise, that are not
necessarily available to the Group. The drug candidates that the Group wishes to develop may be of interest
to third parties capable of providing these resources, so a partnership (e.g., a co-development partnership)
may provide mutual benefits and mitigate risks for the Group. However, the specific strategic focus of a
partner may not align totally with the Group’s objectives. Maintaining a balance in a partnership is therefore
a risk, such as timing, cost sharing, development decisions. Currently the Group is progressing two of its three
pipeline assets without external co-development partners and thus this risk is currently minimised.
Operational risks
• Management, employees, consultants and contractors
With a fully virtual Group operating model with a reliance on consultants and contractors, the Group’s ability
to manage day to day tasks and its relationships with its customers and suppliers could be undermined by
failure to recruit key personnel. The Group endeavours to offer attractive remuneration and a positive
working environment for all people involved in its projects. The Board are incentivised as detailed in the
Directors’ Remuneration Report.
11
Strategic Report
Continued
• Business development risks in terms of timing and success of deal flow
Opportunities to generate value from the portfolio have increased, but there is a need to generate further
data to make the assets as attractive as possible to potential licensees. The Group seeks to extract value from
its existing pipeline through early licensing deals once sufficient data are generated, to provide revenue.
Generation of more robust data packages will lead to a greater probability of successful licensing discussions.
• Adapting to the external environment
The ability of the Group to quickly adapt to external events such as a pandemic may impact the delivery of
our strategy. The pandemic could cause further impact to external research. Our primary focus remains the
safety of our employees. The Group follows Government advice whilst allowing employees to work flexibly.
The risks are also minimised by the Group’s virtual business model, allowing the Board to work remotely and
effectively. Close liaison with contractors ensures that Group projects are progressed according to agreed
timelines and costs.
Financial risk management
• Failure to achieve strategic plans or meet targets or expectations
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the Group
and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. Further detail on the Group’s risk
management policies and procedures are set out in Note 18 of the financial statements.
12
Strategic Report
Continued
Financial Highlights
• Net assets at year-end (18 months) of £4,195,033 (2022: £4,737,962) which includes £202,548 cash
at bank (2022: £464,095)
• The Group delivered a loss on ordinary activities (after tax credit) for the 18 months of £859,467
(2022: loss of £1,108,993) and a loss per share of 0.12p (2022: 0.19p). The reported loss is driven
mainly by costs related to the further development of pipeline assets
Future outlook
The Non-Executive Directors’ Statement on pages 4 to 8 gives information on the outlook of the Group.
Performance
The following are the key performance indicators (“KPIs”) considered by the Board in assessing the Group’s
performance against its objectives. These KPIs are:
Financial KPIs
The Group is currently at a stage where the Board considers availability of cash to fund the planned R&D
activities to be the primary KPI. At 30 September 2023 cash balances totalled £202,548 (2022: £464,095).
The Board will consider introducing additional KPIs to monitor the Group’s development as they become
relevant in the future.
• Meeting financial targets:
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the Group
and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. Further detail on the Group’s risk
management policies and procedures are set out in Note 18 of the financial statements.
• Revenue from agreements:
During the period of these accounts, the revised Oxilio agreement has provided Nuformix with new
immediate and near-term undisclosed milestone payments.
13
Strategic Report
Continued
Non-Financial KPIs
• Progress of Lead Programmes:
The Group strategy is to generate revenue streams through applying and further developing its IP to produce
proprietary product opportunities for short-term development and early out-licensing opportunities. Thus,
progression of its assets towards licensing is crucial to the business.
NXP002: During the period of these accounts the Group continued to prioritise the development of NXP002,
its inhaled candidate for the treatment for IPF, and generated further preclinical data. The Group firstly
initiated further preclinical studies confirming preclinical tolerability across a new range of higher doses than
previously studied following inhalation of a new nebulised formulation. In response to intelligence gathered
following the attendance of key conferences, the Group switched its research focus onto further
investigations of NXP002 in combination with current IPF standards of care (SoC) and demonstration of
NXP002’s duration of action.
This was achieved via new studies in 3D human lung tissue, firstly using a disease and species relevant IPF
model, focusing on NXP002 in combination with current SoC. Advancements within this model were
designed to significantly reduce output variability. The results continued to confirm that NXP002 is well
tolerated in ex-vivo human lung tissue with no signs of toxicity events and that NXP002 alone delivers a
strong, consistent anti-fibrotic effect as demonstrated by modulation of the release of multiple biomarkers
of fibrosis. Furthermore, both high and low concentrations of NXP002 show an additive anti-fibrotic effect
to SoC. In particular, the higher concentrations of NXP002 with SoC's deliver a near complete ablation of
fibrosis and inflammation biomarker release, yet at lower concentrations than have been seen in other
preclinical models to date.
The results indicated that the clear, pronounced additive benefit of NXP002 on top of SoCs observed offers
the potential for additional IPF treatment efficacy, even in patients responding to SoC therapy. The results
also raised the possibility that NXP002 targets additional disease pathways to SoC's when increasing the
combined anti-fibrotic response.
Lastly, the Group initiated work using an exploratory healthy human lung tissue model to investigate
NXP002's duration of action. Demonstration of a prolonged duration of action is essential in the development
of inhaled therapies, whose clearance from the lung can be rapid. Therapies requiring multiple (more than
two) daily uses of inhalation devices for effective treatment are less attractive and suffer reduced patient
compliance, even in life-threatening conditions such as IPF. Therefore, Nuformix has developed a TPP that is
consistent with twice daily inhalation administration.
The exploratory model involves an LPS challenge to healthy human lung tissue, offering numerous
advantages in terms of species relevance and the ability to control tissue exposure to drug. The model also
bridges the Company's previous successful preclinical work across a variety of LPS-challenge studies. It was
found that NXP002 suppresses the release of inflammatory cytokines by healthy human lung tissue following
LPS challenge. This effect was seen at one hour post treatment with NXP002, suggesting only a short time is
required for lung tissue penetration and activity. In addition, a strong anti-inflammatory effect remained at
12 hours post drug dosing demonstrated by suppression of the release of inflammatory cytokines following
14
Strategic Report
Continued
LPS challenge, confirming NXP002 has a suitable duration of action. Lastly, results indicated that anti-
inflammatory effect was still observed at 24 hours post removal of drug.
Overall, the combined data generated gives the Group confidence in NXP002's potential as an inhaled
therapy for IPF treatment and allows the telling of a more complete preclinical story to potential licensing
partners for the first time. The Group continues to pursue opportunities to share this important new data
with key players in the rare disease and respiratory disease sectors as it explore all opportunities to progress
the NXP002 programme.
NXP001: On 18 September 2023, the Company announced Oxilio had acquired ownership of its NXP001
patent estate for which Nuformix received new immediate and near-term undisclosed milestone payments,
whilst retaining further development milestones and royalties capped at £2 million per year.
NXP004: During the period of these accounts, the Group continued to perform preclinical studies
investigating the enhanced performance of NXP004 cocrystals compared to various forms of olaparib. Pre-
formulation studies were first completed confirming the superiority of the Group’s recently patented
cocrystal forms, allowing lead cocrystals to be identified and progressed to further drug product
development studies.
The Group initiated in-vitro dissolution performance studies for its lead cocrystals compared to the marketed
Lynparza® tablet product using a biologically relevant dissolution design and with drug loading relevant to
human dosing. The results demonstrated that the two lead NXP004 cocrystals selected out-perform
Lynparza®, both in terms of rate and extent of dissolution and release of olaparib.
Enhancement of dissolution in the currently marketed formulation of Lynparza® resulted in improved
bioavailability versus the initial marketed product. Therefore, the NXP004 programme may offer potential
to further increase olaparib bioavailability. In addition, the potential simplicity of NXP004-based formulations
may offer improvements in product cost-of-goods versus the currently marketed product, which requires
complex manufacturing methods. These attributes position NXP004 for applications in line-extensions for
the currently marketed product, or for possible development in future first-to-generic products. The
Company has commenced discussions with potential commercialisation partners.
Co-development with third parties:
Co-development of generic products with third parties, where Nuformix’s knowhow or IP could provide
extended patent protection is a potential business model although the Group is prioritising its resources on
progressing its own portfolio to generate licensing revenue.
Section 172
The Board considers the interests of the Group’s employees and other stakeholders, including the impact of
its activities on the community, environment and the Group’s reputation, when making decisions. The Board
ensures that its decisions offer the best chance to promote the success of the Group as a whole and consider
the likely and long-term consequences for all stakeholders, particularly (though not exclusively) considering
the following:
15
Strategic Report
Continued
• How the views and interests of all stakeholders were represented in the boardroom during the
period of these accounts. Open and honest discussion at Board level considers the impact on the
Group’s stakeholders when reviewing items flowing to the Board as part of its activities, whether
this is reviewing strategy, budget or a business development opportunity.
• Given the size and stage of development of the Group, the Board has not formally adopted a
mechanism to obtain stakeholder feedback. However, the Group’s Directors can be contacted at
info@nuformix.com should any stakeholders wish to contact the Group and shareholders may
contact the Company’s investor relations adviser, IFC Advisory Limited, at nuformix@investor-
focus.co.uk.
•
The Group’s strategy and business model detailed in the Non-Executive Directors’ Statement, on
pages 4 to 8.
• How the Group manages risks, on pages 9 to 15.
•
Corporate governance, on pages 17 to 22, including how governance supported the delivery of our
strategic objectives in this period.
Carbon Reporting
The Group has opted not to include any Streamlined Energy and Carbon Reporting (SECR) within this report
as it does not meet the Large Company threshold or energy consumption threshold requiring additional
reporting.
The Strategic Report was approved by the Board on 2nd January 2024 and signed on its behalf by:
Julian Gilbert
Non-Executive Chairman
2 January 2024
Madeleine Kennedey
Non-Executive Director
2 January 2024
16
Board of Directors
Dr Julian Gilbert, Non-Executive Chairman
Dr Julian Gilbert, Non-Executive Chairman, has more than 35 years of commercial and technical experience
in the pharmaceutical industry gained at a number of companies including Chiroscience, Mundipharma
International, BTG and GSK. Most recently, Julian was co-founder and CEO of Acacia Pharma Group (Acacia),
a leading hospital pharmaceuticals company, raising approximately £100 million in private and public funding
and leading its flotation on Euronext in 2018. Acacia launched its lead product BARHEMSYS®, repurposed
amisulpride for the management of PONV, in the US in 2020. Prior to this, he was co-founder and Commercial
Director of Arakis, a specialist pharmaceutical company repurposing known drugs, that was sold to Sosei in
2005 for £107 million, having licensed Seebri®/Ultibro® to Novartis. Julian is currently a Non-Executive
Chairman of Exvastat and River BioMedics and a Non-Executive Director of Monument Therapeutics. Julian
has a degree in pharmacy and a PhD in pharmaceutics, both from the University of Nottingham.
Julian is a member of the Audit Committee.
Ms Madeleine Kennedy, Non-Executive Director
Madeleine (Maddy) Kennedy, FCCA, is an experienced CFO with a background in the life sciences sector in
both public and private companies with experience in fundraising, financial modelling, M&A and IPO
activities. Maddy is currently CFO at Arquer Diagnostics, Maxwellia and Kesmalea, her previous roles include
being CFO and/or Board Director at Tetris Pharma, MyHealthChecked plc, Ieso Digital Health Ltd, PsiOxus
Therapeutics Ltd and Lab21 Limited and was Finance Director at Alliance Pharma plc, taking it through its
IPO. Maddy is an FCCA and has a Post Graduate Diploma in Financial Strategy from Said Business School,
Oxford.
Maddy is Chair of the Audit Committee.
Dr Daniel Gooding, Executive Director
Dr Dan Gooding, Executive Director, is a co-founder of Nuformix and instigated the Company’s NXP002
programme as an inhaled therapy for the treatment of Idiopathic Pulmonary Fibrosis (IPF). Dan has over 22
years’ experience in commercialisation and business development within the pharmaceutical industry,
having received his PhD in chemistry from Leeds University. Dan began his career in commercial roles with
pharmaceutical excipients companies including FMC and Dow Corning. At Accelrys Ltd, Dan was responsible
for sales across the UK and Southern Europe, leading business development within the emerging
nanotechnology, drug delivery and formulation sectors, achieving licensing deals with Johnson & Johnson
and AstraZeneca. Dan remains close to the fields of fibrosis, oncology and drug repurposing, supporting the
management team of Qureight Limited in securing funding and establishing this Cambridge-based start-up,
which develops AI-based image processing methods in measuring disease progression and drug response for
patients with fibrotic lung diseases including IPF. Dan has also cofounded TRx Biosciences, a company
developing new oral therapies using a novel targeted delivery technology to improve treatment of various
cancers and CNS diseases.
Daniel is a member of the Audit Committee.
17
Corporate Governance Report
We are pleased to present the Corporate Governance report for the year ended 30 September 2023 (18
months). This section of the Annual Report provides a description of our corporate governance structure and
processes whilst setting out their application throughout the year ended 30 September 2023 (18 months).
The Board considers that the Group has complied with all of the provisions of the UK Corporate Governance
Code throughout the year ended 30 September 2023 (18 months), except as follows:
• Given that the Company operates with out-sourced consultants or agency workers, the Board does
not consider it appropriate to adopt the suggested methods on workforce engagement or
implementing a diversity and inclusion policy as outlined within the UK Corporate Governance Code
2018. The Board believes that the arrangements in place are effective but will continue to keep this
under review.
• Given the changes to Board composition during the period of these accounts it was felt that a board
evaluation would not provide added value.
• Given the size and stage of development of the Company, all non-executive director remuneration
includes share options. Given the size of the Board the Company no longer has a Senior Independent
Director.
• On 12 December 2022, the directors decided that, due to the current size of the board, the complete
board would assume the responsibilities performed by the Nomination and Remuneration
Committee.
The Board considers that the areas of non-compliance are likely to continue for the medium-term.
Board Leadership and Company Purpose
The Board is responsible to the Group’s shareholders for the performance, overall strategic direction, values
and governance of the Group. It provides the leadership necessary to enable the Group’s business objectives
to be met within the framework of the internal controls detailed in the report.
The Board currently comprises two Independent Non-Executive Directors, Dr Julian Gilbert and Ms
Madeleine Kennedy and one Executive Director, Dr Daniel Gooding. Collectively the Board’s aim is to increase
the value of the Group and ensure its guidance and governance is enhanced through an appropriate Board
structure and experienced executive management. Brief biographies of the Directors appear on page 16.
The Company’s Articles of Association allow the Directors to authorise conflicts of interest and a register has
been set up to record all actual and potential conflict situations which have been declared. All declared
conflicts have been approved by the Board. The Group has instituted procedures to ensure that Directors
outside interests do not give rise to conflicts with its operations and strategy.
Where there are any conflict of interests, the relevant director does not participate in Board discussions or
decisions on such matters and minutes relating to such matters are not circulated to those individuals.
The Board has adopted a schedule of matters reserved to it for approval. These include the approval of
changes to the issued share capital, any material changes in the nature or scope of the business of the
Group, any borrowing or raising of money by the Group which would result in the aggregate borrowing of
the Group exceeding £100,000 and any lending or giving security on behalf of any shareholder or associate
of any shareholder of the Group. If required the Board may delegate specific responsibilities to a
subcommittee with defined terms of reference who will then report back to the full Board at a subsequent
meeting.
18
Corporate Governance Report
Continued
The Board communicates with shareholders via RNS announcements, other appropriate communications
platforms and where possible responding to email enquiries from shareholders. It has also engaged an
independent investor relations adviser, IFC Advisory Limited, to assist with shareholder communications.
Additionally, the Board uses the AGM as an occasion to communicate with all shareholders who are provided
with the opportunity to ask questions. At the AGM, the level of proxy votes lodged on each resolution is
made available, both at the meeting and subsequently on the Group’s website. Each substantially separate
issue is presented as a separate resolution. The website also contains general information on the Group’s
business, its technology, strategy, business model and R&D activities.
Board meetings
Eight scheduled Board meetings with weekly ad-hoc meetings to review the cashflow and cash position held
during the period ended 30 September 2023. The Board currently has seven scheduled meetings for the
coming financial year. At each scheduled meeting, the Board considers a report on current operational, risk,
strategic and health and safety matters, as well as a financial and human resources report. Papers for each
scheduled Board meeting are usually provided during the week before the meeting.
The following were Directors of Nuformix plc during the period. The list below includes the attendance at
the scheduled meetings during the period. Certain directors were appointed or resigned during the period
and therefore were not eligible to attend all meetings. Figures in brackets denote the maximum number of
meetings that could have been attended.
Board
Audit
Committee
Nomination
Committee2
Remuneration
Committee3
Meetings held
Dr Julian Gilbert
Ms Madeleine
Kennedy
Dr Daniel Gooding1
8
8
8
6(6)
4
4
4
2(2)
2
2
2
-
2
2
2
-
1 – Dr Daniel Gooding was appointed to the Board on 1st August 2022
2 & 3 - On 12 December 2022, the directors decided that, due to the current size of the board, the complete board would assume the
responsibilities performed by the Nomination and Remuneration Committee.
Division of Responsibilities
The Directors possess a wide range of skills, knowledge and experience relevant to the strategy of the
Company, including financial, legal, governance, regulatory and industry experience as well as the ability to
provide constructive challenge to the views and actions of those employed by the Group in meeting agreed
strategic goals and objectives.
19
Corporate Governance Report
Continued
In the opinion of the Board, both Madeleine Kennedy and Julian Gilbert are considered to be independent in
character and judgement and there are no relationships or circumstances that are likely to affect (or could
appear to affect) their judgement.
The Board is of the view that those who held office during the 2023 financial period committed sufficient
time to fulfil their duties as members of the Board.
There are agreed procedures for the Directors to take independent professional advice, if necessary, at the
Group’s expense. All Directors have access to the advice and services of the Company Secretary. In addition,
newly appointed Directors are provided with comprehensive information about the Group as part of their
induction process.
Composition, Succession and Evaluation
As stated above the on 12 December 2022, the directors decided that, due to the current size of the board,
the complete board would assume the responsibilities performed by the Nomination and Remuneration
Committee. Prior to the 12 December 2022 the Company held two Nomination Committee meetings.
The Board is responsible for determining the composition and make- up of the Board. It is also responsible
for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as
Directors, as the need arises. The selection process is, in the Board’s view, both rigorous and transparent in
order to ensure that appointments are made on merit and against objective criteria set by the Board. In
reviewing potential candidates, the Board considers the benefits of diversity the Board, while ensuring that
appointments are made based on merit and relevant experience.
The Board, in consideration of skills and succession planning, looks at the balance, structure and composition
of the Board and takes into account the future challenges and opportunities facing the Group.
Each Non-Executive Director is appointed for an initial term of one year. Subject to agreement, satisfactory
performance and re-election by shareholders, their appointments may be renewed for further terms of one
year.
In order to comply with the UK Corporate Governance Code, all Directors will offer themselves for re-election
by shareholders at each AGM.
20
Corporate Governance Report
Continued
While no formal structured continuing professional development programme has been established for the
non-executive Directors, every effort is made to ensure that they are fully briefed before Board meetings on
the Group’s business. In addition, they receive updates from time to time from the executive Directors on
specific topics affecting the Group and from the Company Secretary on recent developments in corporate
governance and compliance. The Group also arranges Director training, from time to time, on Corporate
Governance topics and general Director’s responsibilities. Each of the Non-Executive Directors independently
ensures that they update their skills and knowledge sufficiently to enable them to fulfil their duties
appropriately.
Given the changes to Board composition during the period it was deemed that a board evaluation review
would not provide added value and the Board has agreed to review the need for a Board evaluation
periodically.
Audit, Risk and Internal Control
In its obligation to establish formal and transparent arrangements for considering risk management and
internal controls in addition to maintaining an appropriate relationship with the Group’s auditors, the Board
has established an Audit Committee. This currently comprises Ms Madeleine Kennedy as Chair with Dr Julian
Gilbert and Dr Dan Gooding as members. All members of the Committee have been deemed to possess
competence relevant to the sector in which the Group operates and Madeleine Kennedy has recent and
relevant financial experience.
The terms of reference for the Committee take into account the requirements of the Code and are available
at www.nuformix.com. The current composition of the Committee meets the requirement set out for smaller
companies. A key role of the Committee is to assist the Board with the discharge of its responsibilities in
relation to the Group’s financial statements in the areas set out below.
Corporate reporting
The Committee monitors the integrity of the financial statements of the Group and formal announcements
relating to the Group’s financial performance, reviewing significant financial reporting judgements contained
therein. It reviews the draft annual financial statements and half year results statements prior to discussion
and approval by the Board. It also reviews the external auditor’s detailed reports on these statements.
The Committee then reports to the Board on matters which it believes the Board should consider in ensuring
the publication of the financial reports provide a fair, balanced and understandable assessment of the
Group’s position. The Committee also considers the findings reported to it by the external auditor’s process.
21
Corporate Governance Report
Continued
The Group has control mechanisms in place for the engagement of the external auditor in the supply of non-
audit services. These controls ensure that the objectivity and independence of the external auditor is
monitored and maintained in projects of a non-audit nature. These controls are reviewed annually to
consider their continued appropriateness and effectiveness. It is, however, acknowledged that, due to their
detailed understanding of the Group’s business, it may sometimes be necessary or desirable to involve the
external auditor in non-audit related work to the extent permitted.
Internal control and risk management
Risk management and internal controls is a standing agenda item for each Audit Committee meeting. The
Committee reviews the effectiveness of the internal controls throughout the year and will take any necessary
actions should any significant failings or weaknesses be identified. Details of the principal risks and
uncertainties potentially facing the Group can be found in the Strategic Report on pages 9 to 15.
Given the size and current stage of development of the Group, the Board acknowledges that it is ultimately
responsible for ensuring the Group’s systems of internal controls and risk management remain effective.
The Board continues to assess:
• Risks
• Financial performance
• Governance
• Performance of the External Auditor
Remuneration
As stated above the on 12 December 2022, the directors decided that, due to the current size of the board,
the complete board would assume the responsibilities performed by the Nomination and Remuneration
Committee. Prior to the 12 December 2022 the Company held two Remuneration Committee meetings.
The role of the Board is to determine and agree the broad policy for the remuneration of executives and
Senior Managers as designated, as well as for setting the specific remuneration packages, including pension
rights and any compensation payments of all executive Directors and the Chairman. The Company’s
remuneration policies and practices are designed to support its long-term strategy and promote the long-term
sustainable success of the Company.
The Group’s Remuneration Report can be found on pages 23 to 27.
22
Corporate Governance Report
Continued
Financial Reporting
The Directors have acknowledged, in the Statement of Directors’ Responsibilities set out on pages 29 and 30,
their responsibility for preparing the financial statements of the Group. The external auditor has included, in
the Independent Auditor’s Report set out from page 31 to 39, a statement about its reporting responsibilities.
The Directors are also responsible for the publication of a half year report for the Group, which provides a
balanced and fair assessment of the Group’s financial position for the first six months of each accounting
year.
Dr Julian Gilbert
Madeleine Kennedy
Non-Executive Director
Non-Executive Director
2 January 2024
2 January 2024
Remuneration Report
Remuneration for the period ended 30 September 2023 (18 months)
The remuneration tables below (which have been subject to audit) set out amounts payable to each
Director during the financial periods ended 30 September 2023 and 31 March 2022:
Dr Daniel Gooding
Mr Alastair Riddell
TOTAL
Dr Julian Gilbert
Ms Madeleine Kennedy
TOTAL
Dr Joanne Holland
Dr Anne Brindley
TOTAL
Dr Karl Keegan
Dr Julian Gilbert
Ms Madeleine Kennedy
Mr Alastair Riddell
TOTAL
Annual salary /
fees
£’000
2023 (18 months)
Share Based
Payments
£’000
Pension
contributions
£’000
35
18
53
45
45
90
–
6
6
6
6
12
–
–
–
–
–
–
Annual salary /
fees
£’000
2022 (12 months)
Share
Based
Payments
£’000
Pension
contributions
£’000
Total
£’000
11
72
83
5
27
27
56
115
–
–
–
–
1
1
1
3
Remuneration of CEO since listing:
Financial Period
2023 (18 months)
2022 (12 months)
2021 (12 months)
2020 (12 months)
2019 (12 months)
2018 (12 months)
Remuneration
£’000
Annual bonus
£’000
SBP charge
£’000
35
72
120
121
126
111
-
-
-
-
5
-
-
-
-
-
323
272
23
Total
£’000
35
24
59
51
51
102
–
1
1
–
–
–
–
–
11
73
84
5
28
28
57
118
Total
£’000
35
72
120
121
449
383
24
Remuneration Report
Continued
Non-Executive Directors’ letters of appointment
The following table provides details of the Non-executive Directors’ letters of appointment:
Name
Date of Appointment
Julian Gilbert
Madeleine Kennedy
24 November 2020
2 December 2020
The Non-executive Directors’ letters of appointment provide for termination by either party by giving the
other not less than one months’ notice in writing and the Executive Directors’ letters of appointment provide
for termination by either party by giving the other not less than six months’ notice in writing. Each Non-
Executive Director is appointed for an initial term of one year. Subject to agreement, satisfactory
performance and re-election by shareholders, their appointments may be renewed for further terms of one
year.
Directors’ interests in shares
The beneficial interests of the Directors in the ordinary shares of the Company are set out below:
A Riddell
J Gilbert
M Kennedy
D Gooding
As at 30
September 2023
Number of
ordinary shares
750,000
250,000
250,000
As at
31 March 2022
Number of
ordinary shares
750,000
250,000
250,000
37,500,000
37,500,000
* Share options disclosed in directors’ report on page 28
Except as stated above, the Company is not aware of any other interests of any Director in the ordinary
share capital of the Company. There are no requirements or guidelines concerning share ownership by
Directors.
This report has been approved by the Board.
Dr Julian Gilbert
Madeleine Kennedy
Non-Executive Director
Non-Executive Director
2 January 2024
2 January 2024
25
Remuneration Policy
The Remuneration Policy (the “Policy”) was initially approved by shareholders at the 2018 AGM of the
Company. The Remuneration Committee is not proposing to make any major changes to the existing Policy
however in line with industry best practice and the three-year Policy cycle the Company will be seeking
shareholder approval at next year’s AGM. The effective date of this Policy is the date on which the Policy is
approved by shareholders.
The Remuneration Policy is designed to reflect remuneration trends and employment conditions across the
Group, to support the Group’s business strategy and to help the Group promote and attain its objective of
long- term success.
The Remuneration Committee intends the Remuneration Policy to apply for a further two years and will
undertake an annual review of the policy to ensure the content continues to reflect the Group’s business
strategy.
Below is a table summarising the main aspects of the Remuneration Framework.
Fixed Element and Purpose
Operation
Base Salary
Salary is paid monthly.
To provide a basic salary
commensurate with role and
experience which is comparable
with that for similar
pharma/biotech, companies of a
similar size in the Cambridge
Region (we use Radford’s recent
Cambridge Survey as a
comparator). The quantum of
salary is also traded off against the
Group’s financial resources and its
ability to pay salary for a sustainable
period.
Salaries are reviewed annually by
the Group’s Remuneration
Committee.
Factors affecting salary pay are:
•
•
any relevant deductions (the
Group offers a cycle scheme
vouchers); and
attainment of any bonus-
related pay within a specified
period in which the salary is
paid.
Maximum Potential
Salary/Opportunity
There is no maximum salary
opportunity.
Performance
Metrics
Not applicable.
Salaries are paid based upon
business performance and
individual contributions towards
this within the financial year.
Salaries will be paid in accordance
with the 2017 Radford Report
which provides a benchmark for pay
for numerous technical and
management roles within the
pharma/biotech and related
companies in the Cambridge area.
Pensions
Our purpose at present is to
comply with current legislation.
that
In the future we are looking to
provide a pension contribution
role and
commensurate with
experience which is comparable
with
similar
pharma/biotech, companies of a
in the Cambridge
similar size
Region (we use Radford’s recent
Cambridge Survey as a comparator)
when cash resources within the
business allow it.
for
Not applicable.
Employees are automatically signed
up to the Group’s pension plan.
The contributions to a defined
contribution plan are in accordance
with automatic enrolment scheme
minimum sums effective from 6 April
2019.
At present, the maximum employer
contributions required by law are
2% (from 6th April 2018 – 5th April
2020). However, this will be
increasing to 3% from 6th April 2020
where the employee will be subject
to contributing a minimum of 5%.
Executives cannot receive a cash
equivalent or salary supplement.
subject
to
are
Contributions
legislative
however
change
employees are not restricted in
their contributions.
There are no maximum employee
contributions.
There are no cash allowances.
These rules apply to all employees.
Other Benefits (in cash or kind)
The Group aims to provide a
broader benefits package
to
employees.
Cycle scheme vouchers are
available to employees.
Benefits are limited to maximum
tax-free allowances.
Not applicable.
26
Maximum Potential
Salary/Opportunity
There is no maximum.
Remuneration Policy
Continued
Variable Element
and Purpose
Bonuses
The Group aims to provide
an appropriate incentivised
programme relating to
individual performance.
Operation
The discretionary annual bonus scheme is
designed to reward contributions made to
the Group that exceed the expectations of
the work levels expected and relate to
commercial events, specifically income
from intellectual property out-licensing,
collaborative development programmes or
fundraising.
Executive management is currently eligible
to receive bonus payments in relation to
commercial transactions relating to the
licensing of the Group’s patents (1% of
License Fees received from the out-
licensing of Nuformix patents for a period
of three years from commencement).
The Committee determines the annual
targets and key performance indicators
(“KPIs”) and assesses the performance
against these targets and KPIs.
Long Term Incentive
Schemes (“LTIS”)
The Committee determines awards under
LTIS annually.
There is no maximum.
Bonus payments
effectively provide this for
three years, as do the option
agreements, which provide
this for five years.
Profit sharing and Specific
Incentive Remuneration
Schemes/Arrangements
There are no current plans
for profit sharing.
Share Option Schemes
and Share Option Plans
Specific bonus schemes awarded as
disclosed.
No maximum.
Provide employees with
tax efficient means to
benefit as they contribute
to the growth of the
Group.
Performance Metrics
Bonuses are paid in the
event of securing License
fees from the out-licensing
of Nuformix assets and
will depend upon the
financial strength of the
Group.
Future metrics to be
agreed as the Group
continues to execute its
Corporate Development
strategy.
Bonuses are paid in the
event of securing License
Fees from the out-licensing
of Nuformix patents.
Employees must stay with
the business and be good
leavers.
27
Remuneration Policy
Continued
Safeguards (i.e. clawback)
The Committee has implemented a safeguard to ensure the business and remuneration targets are met in a
sustainable way and performance reflects genuine achievement against those targets and therefore
represents the delivery of value for shareholders. For each performance measure, the impact of any
acquisition, divestment, out-licensing event or collaboration will be quantified and adjusted for after the
event. Any major adjustment in the calculation of performance measures will be disclosed to shareholders
on vesting. The Chairman of the Audit Committee and other members, who are also members of the
Remuneration Committee, provide input on the Audit Committee’s review of the Group’s performance and
oversight of any risk factors relevant to remuneration decisions.
28
Directors’ Report
The Directors present their report and the financial statements for the 18 months ended 30 September
2023.
Results and Dividends
The loss for the period, after tax, amounted to £859,467 (2022 Loss: £1,108,993). The directors do not
recommend payment of a dividend (2022: £nil).
Substantial shareholdings
As at 2nd January 2024 the Company is aware of the following notifiable interests in its voting rights:
Dr D J Gooding
Dr J M Holland
Directors of the Company
Number of ordinary
shares
37,500,000
37,500,000
Percentage of voting rights
5.04
5.04
The Directors, who held office during the period, were as follows:
Dr J C Gilbert
Ms M E Kennedy
Dr D Gooding (Appointed 1 August 2022)
Dr A Riddell (Resigned 31 May 2022)
Directors’ interests in shares
The interests in the equity of the Company held by Directors, who were directors during the year, are set
out below:
As at 30 September
2023
Number of ordinary
shares
As at 30 September
2023
Number of share
options and
warrants
As at 31 March
2022
Number of ordinary
shares
As at 31 March
2022
Number of share
options and
warrants
J Gilbert
M Kennedy
A Riddell
D Gooding
250,000
250,000
750,000
3,000,000
3,000,000
3,000,000
250,000
250,000
750,000
3,000,000
3,000,000
3,000,000
37,500,000
0
37,500,00
36,860,000
29
Directors’ Report
continued
Directors’ and officers’ liability insurance
The Group has, as permitted by s234 and 235 of the Companies Act 2006, maintained insurance cover on
behalf of the Directors and Company Secretary, indemnifying them against certain liabilities which may be
incurred by them in relation to the Group.
Financial Risk Management
Details of financial risk management are provided in the Strategic Report and Note 18 to the financial
statements.
Events after the reporting date
Events after the reporting year are described in Note 20 to the financial statements.
Research and development activities
Research and development activities for the period are detailed in the Non-Executive Directors’ Statement
and Strategic Report.
Business Review and Future Developments
The review of the operations and future developments are contained in the Non-Executive Directors’
Statement and Strategic Report. The results for the year are set out in the attached financial statements.
Disclosure of information to the auditor
Each Director has taken steps that they ought to have taken as a director in order to make themselves aware
of any relevant audit information and to establish that the Group’s auditor is aware of that information. The
Directors confirm that there is no relevant information that they know of and of which they know the auditor
is unaware.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulations. Company law requires the Directors to prepare financial statements for
each financial year. The Directors are required by law to prepare the Group and Parent Company financial
statements in accordance with UK-adopted international accounting standards. Under Company law, the
Directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and Group and of the profit or loss for that period. In preparing
the Company and Group’s financial statements, Companies Act 2006 requires that Directors:
• Select suitable accounting policies and apply them consistently;
30
Directors’ Report
continued
• Make judgements and accounting estimates that are reasonable and prudent;
• State whether applicable under UK-adopted international accounting standards, have been
followed, subject to any material departures disclosed and explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group transactions and disclose with reasonable accuracy at any time the financial position of
the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
In the case of each person who was a director at the time of this report was approved:
• So far as that Director is aware, there is no relevant audit information of which the Group’s auditor
is unaware; and
• That Director has taken all steps that the director ought to have taken as a director to make himself
aware of any relevant audit information and to establish that the Group’s auditor is aware of that
information.
Auditors
Kreston Reeves LLP were appointed as auditors in the period, and a resolution to reappoint Kreston Reeves
LLP as auditors will be presented to the members at the Annual General Meeting in accordance with Section
485(2) of the Companies Act 2006.
On behalf of the board,
Dr Julian Gilbert
Non-Executive Director
2 January 2024
Madeleine Kennedy
Non-Executive Director
2 January 2024
31
Independent Auditor’s Report
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
Opinion
We have audited the financial statements of Nuformix PLC (the ‘parent company’) and its subsidiaries (the
‘Group’) for the year ended 30 September 2023 which comprise the consolidated income statement,
consolidated statement of comprehensive income, consolidated and company statements of financial
position, consolidated and company statements of changes in equity, consolidated statements of cashflow
and notes to the financial statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the United Kingdom 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 30
September 2023 and of the Group’s loss for the year then ended;
• have been properly prepared in accordance with IFRSs adopted by the United Kingdom; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
Group in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 2 in the financial statements, which indicates that there is a significant material
uncertainty in relation to the going concern status of the group.
Nuformix is a pharmaceutical development company that has undertaken significant research into targeting
the pharmaceutical product gap needs in fibrosis and oncology via drug repurposing. In order to complete
this work, the company will need to expend significant, and currently unquantifiable, amounts that will be in
excess of the cash held at the balance sheet date of £203k (2022: £464k).
Given the stage in the business life cycle the Group is incurring significant losses at present, totalling to £859k
in the 18-month period ended 30 September 2023 (2022: year ended loss of £1,109k) resulting in the group’s
accumulated losses at the balance sheet date of £8,209k (2022: accumulated losses of £7,350k). These losses
are attributable to the ongoing drug research programme which is yet to reach commercial production stage
where revenue could potentially be generated. The Group is therefore not in a position to self-finance and
will require additional external funding which, at the date of this audit report, is unknown in quantum and
not secured. Additionally, the ultimate likelihood of the development work being undertaken resulting in an
effective product that is commercially viable is also unknown at this stage.
32
Independent Auditor’s Report (cont.)
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
As a result of the material uncertainty with respect to going concern, we have completed the following audit
work as part of our evaluation of going concern:
• Overheads and debt costs assumptions – we considered projected overheads for the 2023/24 and
2024/25 periods to ensure that these were reasonable after considering both the current and
expected future profile of the business moving forward. As part of this future profiling, the non-
executive directors have elected not to take payment of their salaries until such time as the business
holds sufficient funds to enable them to do so.
• Credit / cash control management assumptions – we identified within the forecasting the most
significant cash inflows and ensured that the valuation and timing of these were reasonable.
• We performed sensitivity analysis to assess the level of working capital headroom should key
assumptions be less favourable than assumed in management’s model.
• We considered post year end performance data available,
including the group’s future
commitments, to gain additional assurance over the effectiveness of management’s plans to ensure
the Company and Group remain a going concern.
Based on the work we have performed we have gained sufficient assurance in order to rely on management’s
forecasting in forming our assessment. We have also gained assurance over the credibility of management’s
budgeting strategy over the next 12 months.. This included gaining assurance over the adequacy of working
capital available in order to settle external liabilities as they fall due. With respect to further funding of
development we have reviewed the director’s assessment that they can raise the funding required in the
near-term through future share capital raises.
However, whilst we have evaluated future cash inflows as reasonable for meeting current working capital
needs, there is significant uncertainty surrounding the ultimate quantum and timing of funding required to
reach the production stage and indeed the likelihood this stage will ever be reached. Should all or part of this
funding not be received or one or both of their core projects NXP002 and NXP004 not succeed the valuation
of the group’s goodwill £4,023,484 (2022: £4,023,484), the parent company’s valuation of the subsidiary
investment £4,023,484 (2022: £4,023,484), the group’s carrying value of other intangible assets £57,793
(2022: £126,927) and ultimately the going concern assessment of the Group would be adversely affected.
Management will continue to reduce non-essential costs in the 2024 financial period and has signed an
agreement to sell the ownership of the NXP001 patent estate, which allows them to focus on NXP002 and
NXP004. As part of this agreement two milestone payments have been achieved and received in the bank
since the year end. However, there are further larger milestone payments due, which are unlikely to be
received into the bank in the foreseeable future.
The above indicates that a significant material uncertainty exists with respect to going concern. However, as
we have obtained sufficient assurance over the availability of financial resources to settle liabilities as they
fall due over a period of at least the next 12 months, our opinion is not modified in respect of this matter.
33
Independent Auditor’s Report (cont.)
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in
the financial statements. In particular, we looked at where the directors made subjective judgements, for
example in respect of significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits we also addressed the risk of management
override of internal controls, including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
Group revenue
Group profit/(loss)
before tax
Group net assets
Full statutory audit
(Kreston Reeves)
Limited procedures
Totals at 30
September 2023:
100%
0
100%
100%
0
100%
100%
0
100%
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion
on the financial statements as a whole, taking into account the structure of the Group and the parent
company, the accounting processes and controls, and the industry in which they operate.
Our scoping considerations for the Group audit were based both on financial information and risk. As noted
above limited assurance audit work – which is to say the audit of balances and transactions material at a
group level – was not utilised due to statutory audit requirements of all group entities. The below table
summarises for the parent company and its subsidiaries, the level of assurance gained:
Group component
Level of assurance
Nuformix PLC
Full statutory audit (Kreston Reeves LLP)
Nuformix Technologies Limited
Full statutory audit (Kreston Reeves LLP)
34
Independent Auditor’s Report (cont.)
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) 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 financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a
complete list of all risks identified by our audit.
Impairment of goodwill / Valuation of investment:
Significance and nature of key risk
How our audit addressed the key risk
The Group has significant goodwill generated
from an investment in subsidiary of
£4,023,484. In addition, the parent company
holds an equal investment value of £4,023,484
on it’s company balance sheet relating to the
same subsidiary.
We identified there was a risk in relation to
the impairment on the goodwill / investment
held with regards to the trading subsidiary.
Management’s assessment of the recoverable
amount of investment in a subsidiary requires
estimation and judgement around
assumptions used, including the cash flows to
be generated from the continuing operations
of the subsidiary. Changes to assumptions
could lead to material changes in the
estimated recoverable amount, impacting the
value of investment in the subsidiary and
impairment charges.
During the course of the audit, we undertook the
following key procedures:
• assessing the appropriateness of the
•
•
VIU calculations used by the
management to estimate recoverable
amount of CGU;
reconciling key input data applied in the
VIU calculations to reliable supporting
evidence; and
challenging the reasonableness of key
assumptions based on our knowledge
and understanding of the business and
industry.
• Reviewed management’s plan of future
operating cashflows of the subsidiary;
and
• obtaining evidence of the commercial
and technical feasibility of the patents
owned by the subsidiary.
There were also other procedures which are not
deemed to be key and have therefore not been
listed above.
35
Based on the audit work performed, we are
satisfied with management’s valuation of
goodwill and investment as featured within these
financial statements.
For the purpose of assessing impairment on
goodwill arising from business combination,
goodwill is allocated to a single cash
generating units (‘CGU’) and the recoverable
amount of the CGU was determined with
reference to value-in-use (the ‘VIU’)
calculations using cash flow projections. In
carrying out the impairment assessment,
significant management judgement was used
to determine the key assumptions underlying
the VIU calculations.
We have identified the above matter as a key
audit matter because goodwill is material to
the Group and the valuation of the investment
is material to the parent company. The
estimation of recoverable amount of the CGU
involved a significant degree of management
judgement and therefore was subject to an
inherent risk of error.
Key observations communicated to the Audit & Risk Committee
We have no significant concerns over the material accuracy of valuation / impairment of
investment values recognised in the financial statements.
Our application of materiality
Group financial statements
Parent company financial
statements
Overall Materiality
£98,100
£95,300
How we determined it
2% of Group gross assets
2% of Company gross assets
Rationale for benchmark
The group is focused on the
development of its
Intellectual Property (IP) and
the assets held in order to
finance the continuing
development of this IP. As
such, the most appropriate
basis for the group financial
statements is gross assets.
The parent company is
principally holding subsidiary
investment. The users of the
financial statements will be
most concerned with the
value of investment. As such,
the most appropriate basis
for the parent company
materiality is gross assets.
36
Independent Auditor’s Report (cont.)
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
We reported all audit differences found in excess of our triviality threshold of £4,900 to the directors and the
management board as well as misstatements below those amounts that, in our view, warranted reporting
for qualitative reasons.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor report thereon. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in this regard.
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 our knowledge and understanding of the Group and parent company and its 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
37
Independent Auditor’s Report (cont.)
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement (set out on pages 29 and 30), 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 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
parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud.
Based on our understanding of the group and industry, and through discussion with the directors and other
management (as required by auditing standards), we identified that the principal risks of non-compliance
with laws and regulations related to health and safety, anti-bribery and employment law. We considered
the extent to which non-compliance might have a material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the preparation of the financial
statements such as the Companies Act 2006, taxation and pension legislation. We communicated identified
laws and regulations throughout our team and remained alert to any indications of non-compliance
throughout the audit.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls) and determined that the principal risks were related
to posting inappropriate journal entries to increase revenue or reduce expenditure and management bias
in accounting estimates and judgemental areas of the financial statements such as the valuation of
intangible assets and investments. Audit procedures performed by the group engagement team included:
38
Independent Auditor’s Report (cont.)
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
•
•
•
•
•
•
•
•
•
Discussions with management and assessment of known or suspected instances of non-compliance
with laws and regulations and fraud, and review of the reports made by management; and
Assessment of identified fraud risk factors; and
Challenging assumptions and judgements made by management in its significant accounting
estimates; and
Performing integrity testing to verify the legitimacy of banking records obtained from
management; and
Performing analytical procedures to identify any unusual or unexpected relationships, including
related party transactions, that may indicate risks of material misstatement due to fraud; and
Confirmation of related parties with management, and review of transactions throughout the
period to identify any previously undisclosed transactions with related parties outside the
normal course of business; and
Performing analytical procedures with automated data analytics tools to identify any unusual
or unexpected relationships, including related party transactions, that may indicate risks of
material misstatement due to fraud; and
Reading minutes of meetings of those charged with governance, reviewing internal audit
reports and reviewing correspondence with relevant tax and regulatory authorities; and
Review of significant and unusual transactions and evaluation of the underlying financial
rationale supporting the transactions.
There are inherent limitations in the audit procedures described above and the further removed non-
compliance with laws and regulations is from the events and transactions reflected in the financial
statements, the less likely we would become aware of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through
collusion.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
•
•
•
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
39
Independent Auditor’s Report (cont.)
to the Shareholders of Nuformix plc
For the period ended 30 September 2023
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s or the parent company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
•
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the Group audit.
We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
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 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.
Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor)
For and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
London
Date: 2 January 2024
40
Consolidated Statement of Comprehensive Income
for the Period Ended 30 September 2023
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating loss
Loss before tax
Income tax credit
Loss for the year and total comprehensive loss for the year
Loss per share – basic and diluted
The above results were derived from continuing operations.
Note
3
4
8
9
Period ended
30 September
2023
£
-
Year ended
31 March
2022
£
50,000
-
-
(1,695)
48,305
(927,972) (1,318,577)
(927,972) (1,270,272)
(927,972) (1,270,272)
68,505
161,279
(859,467) (1,108,993)
(0.12)p
(0.19)p
The accompanying notes to the financial statements on pages 44 to 70 form an integral part of the financial
statements.
Consolidated Statement of Financial Position
As at 30 September 2023
Note
30 September
2023
£
41
31 March
2022
£
438
4,150,411
4,150,849
199,600
161,279
464,095
824,974
-
4,081,277
4,081,277
66,857
67,342
202,548
336,747
4,418,024
4,975,823
744,309
6,656,802
10,950,000
(8,005,195)
2,058,518
(8,209,400)
4,195,034
615,609
6,500,817
10,950,000
(8,005,195)
2,026,664
(7,349,933)
4,737,962
222,990
222,990
237,861
237,861
4,418,024
4,975,823
10
11
12
13
14
17
Registration number: 09632100
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Current assets
Trade and other receivables
Income tax asset
Cash and cash equivalents
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Merger relief reserve
Reverse acquisition reserve
Share option reserve
Retained earnings
Total equity
Current liabilities
Trade and other payables
Total equity and liabilities
These financial statements were approved by the board on 2 January 2024 and signed on its behalf by:
Madeleine Kennedy
Director
The accompanying notes to the financial statements on pages 44 to 70 form an integral part of the financial
statements.
Consolidated Statement of Changes in Equity
for the Period Ended 30 September 2023
42
At 1 April 2022
Loss for the year and total comprehensive loss
Issue of share capital
Share issue costs
Share and warrant based payment
Share capital
£
615,609
Share premium
£
6,500,817
–
128,700
–
–
-
160,285
(4,300)
–
Merger relief
reserve
£
10,950,000
Reverse
acquisition
reserve
£
(8,005,195)
Share option
reserve
£
2,026,664
Retained
earnings
£
(7,349,933)
Total
£
4,737,962
–
–
–
–
–
–
–
–
–
–
–
31,854
(859,467)
(859,467)
–
–
–
288,985
(4,300)
31,854
At 30 September 2023
744,309
6,656,802
10,950,000
(8,005,195)
2,058,518
(8,209,400)
4,195,034
At 1 April 2021
Loss for the year and total comprehensive loss
Issue of share capital
Share issue costs
Share and warrant based payment
At 31 March 2022
Share capital
£
591,609
Share premium
£
6,384,835
–
24,000
–
–
–
145,982
(30,000)
–
Merger relief
reserve
£
10,950,000
Reverse
acquisition
reserve
£
(8,005,195)
–
–
–
–
–
–
–
–
Share option
reserve
£
2,005,952
–
–
–
20,712
Retained
earnings
£
(6,240,940)
(1,108,993)
–
–
–
Total
£
5,686,261
(1,108,993)
169,982
(30,000)
20,712
615,609
6,500,817
10,950,000
(8,005,195)
2,026,664
(7,349,933)
4,737,962
The accompanying notes to the financial statements on pages 44 to 70 form an integral part of the financial statements.
43
Consolidated Statement of Cash Flows
for the Period Ended 30 September 2023
Cash flows from operating activities
Loss for the year
Adjustments to cash flows from non-cash items
Profit on Sale of intangibles
Depreciation and amortisation
Income tax credit
Share and warrant based payment
Working capital adjustments
(Increase)/Decrease in trade and other receivables
(Decrease)/Increase in trade and other payables
Cash consumed by operations
Income taxes received
Net cash used in operating activities
Cash flows from investing activities
Proceeds from sale of intangibles
Net cash from investing activities
Cash flows from financing activities
Issue of shares (net of costs)
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1 April 2022
Cash and cash equivalents at 30 September 2023
30 September
2023
£
Note
31 March
2022
£
(859,467)
(1,108,993)
10,11
8
12
17
(35,552)
55,124
(68,505)
31,854
(876,546)
132,743
(14,870)
(708,674)
162,442
(546,232)
50,000
50,000
-
36,976
(161,279)
20,712
(1,212,584)
(167,340)
(86,763)
(1,466,687)
121,020
(1,345,667)
-
-
284,685
139,982
284,685
(261,547)
139,982
(1,205,685)
464,095
202,548
1,669,780
464,095
The accompanying notes to the financial statements on pages 44 to 70 form an integral part of the financial statements
44
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
1.
General information
Nuformix plc (“the Company”) and its subsidiary (together, “the Group”) operate in the field of
pharmaceutical development targeting unmet medical needs in fibrosis and oncology via drug
repurposing.
The Company is a public limited company which is listed on the Standard List of the London Stock
Exchange, domiciled in the United Kingdom (“the UK”) and incorporated in England and Wales.
The address of its registered office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR.
The company operates in a virtual manner and as such does not have a principal place of business.
The company extended its accounting period from 31 March 2023 to 30 September 2023 to allow
sufficient time to appoint new auditors. Due to this change the current year figures included in the
statement of comprehensive income, statement of cash flows and related notes represent 18 months of
transactions in comparison to the 12 months represented in the previous period by the comparative.
2.
Summary of Significant Accounting policies
Basis of preparation
Nuformix plc transitioned to UK-adopted International Accounting Standards in its Group and Parent
Company financial statements on 1 April 2021. This change constitutes a change in accounting framework.
However, there is no change on recognition, measurement or disclosure in the financial year reported as
a result of the change in framework.
These Group and Parent Company financial statements were prepared in accordance with UK-adopted
International Accounting Standards and with the requirements of the Companies Act 2006 as applicable
to companies reporting under those standards.
The financial statements of the Group and Parent Company have been prepared on accrual basis and
under historical cost convention. The financial statements are presented in Pounds Sterling which is the
Group’s functional and presentational currency.
New Standards and Interpretations
No new standards, amendments or interpretations, effective for the first time for the period beginning
on or after 1 April 2022 have had a material impact on the Group.
Standards, amendments and interpretations that are not yet effective and have not been early adopted
are as follows:
Standard
IAS 1
IAS 1
IAS 8
IAS 12
IFRS 7
IFRS 16
IFRS 17
IAS 21
Impact on initial application
Classification of liabilities as current or non-current
Disclosure of accounting policies
Accounting estimates
Deferred tax related to assets and liabilities arising
from a single transaction
Supplier finance
Leases on sale and leaseback
Insurance contracts
Lack of exchangeability
Effective date
Not earlier than 1 January 2024
1 January 2023
1 January 2023
1 January 2023
1 January 2024
1 January 2024
1 January 2023
1 January 2025
45
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
The Directors are evaluating the impact of the new and amended standards above. The Directors believe
that these new and amended standards are not expected to have a material impact on the financial
statements of the Group
Going concern
The financial statements have been prepared on the going concern basis of preparation which, inter alia,
is based on the Directors’ reasonable expectation that the Group and Parent Company has adequate
resources to continue to operate as a going concern for at least twelve months from the date of approval
of these financial statements. In forming this assessment, the Directors have prepared cashflow forecasts
covering the period ending 31 December 2024 that take into account the likely run rate on overheads and
research and development expenditure and the estimates of the possibilities of raising funds through
issues of equity and have considered alternative strategies should projected income be delayed or fail to
materialise.
The Group is not in a position for self-financing and will require further funding which has not yet been
secured. Whilst the Directors understand the risks and issues around raising further funds through an
equity raise, this will be carefully considered, as and when appropriate.
These circumstances indicate the existence of an inherent material uncertainty which may cast a
significant doubt on the Group’s and Parent Company's ability to continue as a going concern, when in
twelve - eighteen months’ time a thorough review of funding will be required. However, these scenarios
have already been considered and will continue to be closely monitored by the Directors. The financial
statements do not include any adjustments that would result if the company or Group was unable to
continue as a going concern.
The Directors have carried out a thorough review of costs and are clear on the development work to be
completed. Discretionary costs have been carefully reviewed and reduced where reasonable to do so
while continuing to allow the prudent running of the business. In addition, the non-executive directors
have elected not to take payment of their salaries until such time as the business holds sufficient funds to
enable them to do so.
After careful consideration, the Directors consider that they have reasonable grounds to believe that the
Group can be regarded as a going concern and for this reason they continue to adopt the going concern
basis in preparing the Group’s financial statements.
Critical Accounting Estimates and Judgements
The preparation of these financial statements under UK-adopted International Accounting Standards
requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting year. These estimates and assumptions are based upon management’s knowledge and
experience of the amounts, events or actions. Actual results may differ from such estimates.
46
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
The critical accounting estimates are considered to relate to the following:
i)
Intangible assets
The Group recognises intangible assets in respect of goodwill arising on consolidation. This recognition
requires the use of estimates, judgements and assumptions in determining whether the goodwill is
impaired at each year end, using a NPV calculation assuming a 20% discount rate.
ii)
Share options
The Group’s fair values equity-settled share-based payment transactions using the Black-Scholes model.
The use of the models involves judgements and estimates including an assessment of whether the shares
will vest. Should actual future outcomes differ from these assessments the amounts recognised on a
straight-line basis would vary from those currently recognised. The total charge in the period to 30
September 2023 was £31,854.
iii)
Basis of consolidation
The Group’s financial statements consolidate those of the parent company and its subsidiary as of 30
September 2023. Its subsidiary has a reporting date of 30 September.
All transactions and balances between Group companies are eliminated on consolidation, including
unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-
group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from
a Group perspective. Amounts reported in the financial statements of its subsidiary have been adjusted
where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
iv)
Business combinations
The Group applies the acquisition method in accounting for business combinations. The consideration
transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date
fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which
includes the fair value of any asset or liability arising from a contingent consideration arrangement.
Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are generally
measured at their acquisition-date fair values.
v)
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and
provision of services in the ordinary course of the Group’s activities. Revenue is shown net of sales/value
added tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when:
•
•
•
the amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity; and,
specific criteria have been met for each of the Group activities, such as the demonstration of
milestone achievements in research or acceptance by both parties.
After applying the above criteria, no revenue was recognised in the Income Statement in the period.
47
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
Segmental information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-makers. The chief operating decision-makers, who are responsible for allocating
resources and assessing performance of the operating segments, has been identified as the executive
Board of Directors.
All operations and information are reviewed together so that at present there is only one reportable
operating segment.
In the opinion of the Directors, during the year the Group operated in the single business segment of the
research and development of pharmaceutical products using technology developed by the Group.
Taxation
Taxation comprises current and deferred tax. Current tax is based on taxable profit or loss for the period.
Taxable profit differs from net profit or loss as reported in the income statement because it excludes items
of income or expense that are taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group’s current tax asset is calculated using tax rates that have been
enacted or substantively enacted at the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
financial information and the corresponding tax bases used in the computation of taxable profit and is
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial
recognition of goodwill or from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Company is able to control
the reversal of the temporary difference and it is probable that the temporary difference will not reverse
in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is
settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates
to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.
48
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
Property, plant and equipment
Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent
accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in
their acquisition and installation.
Depreciation
Depreciation is charged to write off the cost of assets over their estimated useful lives, as follows:
Asset class
Depreciation method and rate
Computer equipment
33.33% straight line
Goodwill and Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the
Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the
entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is
subsequently measured at cost less any accumulated impairment losses. Goodwill is held in the currency
of the acquired entity and revalued to the closing rate at each reporting year date.
Goodwill is not amortised, but it is tested for impairment annually, or more frequently if events or changes
in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment
losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to
the entity sold.
Goodwill is allocated to cash-generating units (“CGUs”) for the purpose of impairment testing. The
allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business
combination in which the goodwill arose. The Group currently has only one CGU.
Other intangible assets, including customer relationships, licences, patents and trademarks, that are
acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation
and any accumulated impairment losses.
Amortisation is provided on the Group’s patents to write off the cost, less any estimated residual value,
over their expected useful economic life on a 10% straight line basis.
49
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
Impairment testing of goodwill, other intangible assets and property, plant and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). As a result, some assets are tested individually for
impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-
generating units that are expected to benefit from synergies of a related business combination and
represent the lowest level within the Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated (determined by the Group’s management as
equivalent to its operating segments) are tested for impairment at least annually. All other individual
assets or cash-generating units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s (or cash-generating unit’s) carrying
amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-
in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-
generating unit and determines a suitable discount rate in order to calculate the present value of those
cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest
approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset
enhancements. Discount factors are determined individually for each cash-generating unit and reflect
current market assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to
that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the
cash-generating unit.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid
investments that are readily convertible to a known amount of cash and are subject to an insignificant risk
of changes in value.
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets
and liabilities.
i) Classification
The Company classifies its financial assets in the following measurement categories:
•
those to be measured at amortised cost.
The classification depends on the Company’s business model for managing the financial assets and the
contractual terms of the cash flows.
The Company classifies financial assets as at amortised cost only if both of the following criteria are met:
50
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
•
•
the asset is held within a business model whose objective is to collect contractual cash flows; and
the contractual terms give rise to cash flows that are solely payment of principal and interest.
ii) Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which the
Company commits to purchase or sell the asset). Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Company has
transferred substantially all the risks and rewards of ownership.
iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows
represent solely payments of principal and interest, are measured at amortised cost. Interest income from
these financial assets is included in finance income using the effective interest rate method. Any gain or
loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses)
together with foreign exchange gains and losses. Impairment losses are presented as a separate line item
in the statement of profit or loss.
iv) Impairment
The Company assesses, on a forward-looking basis, the expected credit losses associated with any debt
instruments carried at amortised cost. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. For trade receivables, the Company applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Financial liabilities
The Group’s financial liabilities include other payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction
costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair
value with gains or losses recognised in profit or loss (other than derivative financial instruments that are
designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in
profit or loss are included within finance costs or finance income.
51
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
Equity
Equity comprises the following:
•
•
•
•
•
•
“Share capital” represents the nominal value of equity shares.
“Share premium” represents the amount paid for equity shares over the nominal value.
“Reverse acquisition reserve” arises due to the elimination of the Company’s investment in
Nuformix Technologies Limited.
“Merger relief reserve” represents the share premium arising on issue of shares in respect of
the reverse acquisition takeover.
“Share option reserve” represents the fair value of options issued.
“Retained earnings” represents retained earnings/losses.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a separate
entity and has no legal or constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees the benefits relating to employee service in the current and prior
years.
For defined contribution plans contributions are paid into publicly or privately administered pension
insurance plans on a mandatory or contractual basis. The contributions are recognised as employee
benefit expense when they are due. If contribution payments exceed the contribution due for service, the
excess is recognised as an asset.
Share based payments
Equity-settled share-based payments to employees and others providing similar services are measured at
the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-
based vesting conditions. Details regarding the determination of the fair value of equity-settled share-
based transactions are set out in note 17.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group’s estimate of the number of equity
instruments that will eventually vest. 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 the revision of the original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.
52
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
settled share
based payment transactions with parties other than employees are measured at the
Equity
fair value of the goods or services received, except where that fair value cannot be estimated reliably, in
which case they are measured at the fair value of the equity instruments granted, measured at the date
the entity obtains the goods or the counterparty renders the service.
‑
‑
settled share
For cash
based payments, a liability is recognised for the goods or services acquired,
measured initially at the fair value of the liability. At each reporting date until the liability is settled, and
at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value
recognised in profit or loss for the year.
‑
‑
Earnings per Ordinary Share
The Company presents basic and diluted earnings per share data for its Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders
by the weighted average number of Ordinary Shares outstanding during the period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares
for the effects of dilutive potential Ordinary Shares
Investment in subsidiaries
Investments in subsidiaries are carried in the Company’s balance sheet at cost less accumulated
impairment losses. On disposal of investments in subsidiaries the difference between disposal proceeds
and the carrying amounts of the investments are recognised in profit or loss.
3.
Revenue
The analysis of the Group’s revenue for the year from continuing operations is as follows:
Licensing Fees
30 Sep
2023
£
-
-
31 March
2022
£
50,000
50,000
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
4.
Operating loss
Arrived at after charging
Depreciation expense
Amortisation expense
Profit on disposal of intangible fixed assets
Research and development expenditure
Share option and warrant charge
53
30 Sep
31 March
2023
£
438
54,686
35,552
245,101
31,854
2022
£
519
36,457
-
572,921
20,712
Details of the share-based payments can be found in Note 15.
5.
Staff costs
The aggregate payroll costs (including directors’ remuneration) were as follows:
Wages and salaries
Social security costs
Pension costs, defined contribution scheme
30 Sep
31 March
2023
£
141,833
7,112
-
148,945
2022
£
197,983
18,533
1,721
218,237
The average number of persons employed by the Group (including directors) during the year and
analysed by category was as follows:
Research and development
Non-executive directors
Total
30 Sep
2023
No.
1
31 March
2022
No.
3
2
3
2
5
54
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
6.
Directors’ remuneration
The Directors’ remuneration for the year was as follows:
Remuneration
Share based payment charge
30 Sep
31 March
2023
£
2022
£
141,833
197,983
19,474
3,895
161,307
201,878
Further information about the remuneration of individual directors are provided in the Directors’
Remuneration Report.
During the year, the number of Directors who were receiving pension benefits was as follows:
Accruing benefits under money purchase pension scheme
30 Sep
31 March
2023
No.
-
2022
No.
2
Details of the total remuneration paid for the services of the directors are set out on pages 23 to 27 in
the Remuneration Report.
In respect of the highest paid director:
Remuneration
30 Sep
31 March
2023
£
2022
£
44,500
72,143
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
7 .
Auditors’ remuneration
Audit of the financial statements – Group
Audit of the financial statements – Subsidiary
Income tax
8.
Tax (credited) in the income statement
Current taxation
UK corporation tax
Adjustment in respect of prior years
55
30 Sep
2023
£
37,000
18,000
31 March
2022
£
34,000
19,000
30 Sep
31 March
2023
£
2022
£
(67,342)
(1,163)
(161,279)
-
(68,505)
(161,279)
The tax on loss before tax for the period is higher than (2022: lower than) the standard rate of
corporation tax in the UK of 25% (2022: 19%).
The differences are reconciled below:
Loss before tax
Corporation tax at standard rate 19%
Excess of depreciation over capital allowances
Expenses not deductible
Tax losses for which no deferred tax asset was recognised
Adjustment in respect of research and development tax credit
Adjustment in respect of prior years
Total tax credit
30 Sep
2023
£
(927,972)
(176,315)
3,611
45
135,025
(29,708)
(1,163)
31 Mar
2022
£
(1,270,272)
(241,352)
6,932
3,935
138,601
(69,396)
-
(68,505)
(161,279)
No deferred tax asset has been recognised as the Directors cannot be certain that future profits will be
sufficient for this asset to be realised. As at 30 September 2023 the Group has tax losses carried forward
of approximately £5,535,000 (2022: £4,853,000).
56
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
8.
Income Tax (cont.)
Factors that may affect future tax charges
Since 1 April 2017 there has been a single rate of corporation tax of 19% in place. From 1 April 2023, the
main rate of corporation tax will rise to 25% for companies with profits over £250,000. For companies
with profits of £50,000 or less, they will pay corporation tax at the small profits rate of 19%. Where a
company’s profits fall between £50,000 and £250,000, they will pay corporation tax at the main rate
reduced by marginal relief. The upper and lower limits will be proportionally reduced for short accounting
periods and where there are associated companies.
9.
Loss per share
Loss per share is calculated based on the weighted average number of shares outstanding during the
period. Diluted loss per share is calculated based on the weighted average number of shares outstanding
and the number of shares issuable as a result of the conversion of dilutive financial instruments.
Loss after tax
Weighted average number of shares – basic and diluted
Basic and diluted loss per share
30 Sep
2023
£
(859,467)
719,462,470
(0.12)p
31 March
2022
£
(1,108,993)
598,447,724
(0.19)p
There is no difference between the basic and diluted earnings per share as the effect would be to decrease
earnings per share.
10.
Property, plant and equipment
Cost
At 1 April 2022
Disposals
At 30 September 2023
Depreciation
At 1 April 2022
Charge for the year
Eliminated on disposal
At 30 September 2023
Carrying amount
At 30 September 2023
At 31 March 2022
Computer
equipment
£
1,561
(1,561)
-
1,123
438
(1,561)
-
-
438
Total
£
1,561
(1,561)
-
1,123
438
(1,561)
-
-
438
57
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
11.
Intangible assets
Cost
At 1 April 2022
Additions
Disposals
At 30 September 2023
Amortisation
At 1 April 2022
Amortisation charge
On disposals
At 30 September 2023
Net book value
At 30 September 2023
At 31 March 2022
Goodwill
£
Patents
£
Total
£
4,023,484
–
–
4,023,484
–
–
-
–
364,576
–
(72,915)
291,661
237,649
54,686
(58,467)
233,868
4,388,060
–
(72,915)
4,315,145
237,649
54,686
(58,467)
233,868
4,023,484
57,793
4,081,277
4,023,484
126,927
4,150,411
For impairment testing purposes, management considers the operations of the Group to represent a
single cash generating unit (CGU) focused on pharmaceutical development, targeting unmet medical needs in
fibrosis and oncology via drug repurposing. The directors have assessed the recoverable amount of goodwill,
which in accordance with IAS36 is the higher of its value in use and its fair value less cost to sell (fair value), in
determining whether there is evidence of impairment.
As at 30 September 2023, the Group assessed the recoverable amount of the CGU with reference to a
value-in-use calculation based on cash flow projection of the subsidiary. The calculations use cash flow
projection based on financial budgets approved by the Directors covering a 30-year period with a
discount rate of 20% assumed. The recoverable amount of the CGU based on the value-in-use
calculation exceeded its carrying amount. The Directors also assessed the market capitalisation of the
Group with reference to the share price of the Company and supported the view that goodwill is not
impaired.
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
12.
Trade and other receivables
Prepayments
Other receivables
58
30 Sep
2023
£
17,919
48,938
66,857
31 March
2022
£
27,941
171,659
199,600
The fair value of trade and other receivables is considered by the Directors not to be materially different
to the carrying amounts.
13.
Cash and cash equivalents
Cash at bank
30 Sep
2023
£
31 March
2022
£
202,548
464,095
The Directors consider that the carrying value of cash and cash equivalents represents their fair value.
14.
Share capital
Allotted, called up and fully paid shares
31 Sep
2023
No.
Ordinary shares of £0.001 each
744,309,368
As at 1 April 2022
Placement of new shares on the stock market
As at 30 September 2023
31
March
2022
£
744,309
No.
£
615,609,368
615,609
No.
615,609,368
128,700,000
744,309,368
On 11 April 2022 and 21 April 2023, the company completed capital increases through the issue of
128,700,000 shares of £0.001 each in share placements, with an overall share premium of £160,285.
59
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
15.
Share options and warrants
The Group operates share-based payment arrangements to remunerate Directors and key employees in
the form of a share option scheme. Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market based vesting conditions) at the date of grant. The fair value is
determined at the grant date of the equity-settled share-based payments and is expensed on a straight-
line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and
adjusted for the effect of non- market based vesting conditions.
The following share-based payments were made in the year to 30 September 2023:
On 31 January 2022, the directors, A. Riddell, J. Gilbert and M. Kennedy were granted warrants to
subscribe for 3,000,000 new Ordinary shares of £0.001 at an exercise price of 1.45p each. The
warrants are exercisable up until November 2024. The fair value of the warrants was determined
using the Black-Scholes option pricing model at 1.45p per warrant.
The fair value of the options and warrants issued in 2022 were determined using the Black-Scholes
option pricing model, where appropriate, and had a weighted average of 2.46p per option (2022: 2.46p).
The significant inputs into the model in respect of the options and warrants granted in the periods
ended 31 March 2022 and 30 September 2023 were as follows:
Grant date share price
Exercise price
No. of share options
Risk free rate
Expected volatility
Expected option life
2023
Existing director
warrants
2022
Existing
director
warrants
1p
1.45p
9,000,000
0.153%
97%
3 years
1.45-4.15p
1.45-2.80p
13,746,943
0.153-0.44%
50-97%
1-5 years
60
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
The following table sets out details of the granted warrants and options movements:
Warrant/ option holder
Directors during year
J Holland
K Keegan
J Gilbert
M Kennedy
A Riddell
Previous directors
D Gooding
C Blackwell
Other warrants/options
Novum Securities Limited
Other warrants
Other warrants (2023)
Alex Eberlin
Number of
warrants /
options at 31
March 2021
Issued in
year
Lapsed in
year
Number of
warrants/
options at 31
March 2022
Issued in
period
Lapsed in
peiod
36,860,000
3,000,000
-
-
-
-
-
3,000,000
3,000,000
3,000,000
-
(3,000,000)
-
-
-
36,860,000
-
3,000,000
3,000,000
3,000,000
36,860,000
3,000,000
-
-
-
(3,000,000)
36,860,000
-
-
-
-
-
-
-
-
(36,860,000)
-
-
-
-
(36,860,000)
-
Number of
warrants/
options at 30
September
2023
-
-
3,000,000
3,000,000
3,000,000
-
-
580,357
580,356
-
586,229
81,466,942
-
-
-
-
9,000,000
-
-
-
-
(6,000,000)
580,357
580,356
-
586,229
84,466,942
-
-
35,000,000
-
35,000,000
-
-
-
-
(73,720,000)
580,357
580,356
35,000,000
586,229
45,746,942
Exercise
price
Expiry date
4-10p
6.75p
1.45p
1.45p
1.45p
4-10p
4p
2.8p
2.8p
0.2p
4.691p
16/10/2022
10/05/2021
23/11/2024
23/11/2024
23/11/2024
16/10/2022
10/05/2021
21/10/2025
21/10/2025
17/04/2025
18/12/2023
60
61
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
16.
Pension and other schemes
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The pension cost charge for the year
represents contributions payable by the Group to the scheme. No contributions were made in the
period to 30 September 2023 (2022: £1,721).
No contributions were payable to the scheme at 30 September 2023 or 31 March 2022.
17.
Trade and other payables
Trade payables
Accrued expenses
Social security and other taxes
30 Sep
2023
69,774
152,043
1,174
222,991
31 March
2022
£
12,351
218,202
7,308
237,861
The fair value of trade and other payables is considered by the Directors not to be materially different
to the carrying amounts. All payables are due within one year.
61
62
Notes to the Consolidated Financial Statements
for the Period Ended 30 September 2023
continued
18.
Financial instruments
Credit risk
The main credit risk relates to liquid funds held at banks. The credit risk in respect of these bank balances
is limited because the counterparties are banks with high credit ratings assigned by international
credit rating agencies.
Liquidity risk
The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable
needs. An analysis of trade and other payables is given in note 17.
Capital risk management
The Group’s objectives when managing capital are:
•
•
•
to safeguard the Group’s ability to continue as a going concern, so that it continues to provide
returns and benefits for shareholders
to support the Group’s growth; and
to provide capital for the purpose of strengthening the Group’s risk management capability.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the
Group and capital efficiency, prevailing and projected profitability, projected operating cash flows,
projected capital expenditures and projected strategic investment opportunities. Management regards
total equity as capital and reserves, for capital management purposes.
19.
Related party transactions
All transactions with related parties are conducted on an arm’s length basis.
The remuneration of the key management personnel of the Group, who are defined as the directors, is set
out in the directors’ remuneration report.
20.
Ultimate controlling party
The directors do not consider there to be a single ultimate controlling party.
21.
Post Balance Sheet Events
The directors do not consider that any events after the balance sheet event give rise to adjusting or non-
adjusting events and therefore no adjustments or disclosure are required.
62
Company Statement of Financial Position
as at 30 September 2023
Registration number: 09632100
Assets
Non-current assets
Investment in subsidiary
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Merger relief reserve
Share option reserve
Retained earnings
Total equity
Current liabilities
Trade and other payables
Total equity and liabilities
63
30 September
2023
£
31 March
2022
£
Note
25
4,023,484
4,023,484
4,023,484
4,023,484
26
27
14
28
41,857
33,976
75,833
199,600
421,027
620,627
4,099,317
4,644,111
744,309
6,656,801
10,950,000
2,058,518
(16,352,994)
615,609
6,500,817
10,950,000
2,026,664
(15,561,584)
4,056,634
4,531,506
42,683
42,683
112,605
112,605
4,099,317
4,644,111
The loss attributable to the Company in the period was £791,410 (2022: loss £9,228,831).
These financial statements were approved by the board on 2 January 2024 and were signed on its behalf
by:
Madeleine Kennedy
Director
63
64
Company Statement of Changes in Equity
for the Period Ended 30 September 2023
At 1 April 2022
Loss for the year and total comprehensive income
Share issued and warrant exercised
Share and warrant based payment
Share issue costs
At 30 September 2023
At 1 April 2021
Loss for the year and total comprehensive income
Share issued and warrant exercised
Share and warrant based payment
Share issue costs
At 31 March 2022
Share
capital
£
615,609
–
128,700
–
–
744,309
Share
premium
£
Merger
relief
reserve
£
Share option
reserve
£
Retained
earnings
£
6,500,817
10,950,000
2,026,664
(15,561,584)
–
160,284
–
(4,300)
–
–
–
–
–
–
31,854
–
(791,410)
–
–
–
6,656,801
10,950,000
2,058,518
(16,352,994)
Total
£
4,531,506
(791,410)
288,984
31,854
(4,300)
4,056,634
Share capital
£
Share
premium
£
Merger
relief
reserve
£
Share option
reserve
Retained
earnings
£
£
Total
£
591,509
6,384,835
10,950,000
2,005,952
(6,332,753)
13,599,643
–
24,000
–
–
–
145,982
–
(30,000)
–
–
–
–
–
–
20,712
–
(9,228,831)
–
–
–
(9,228,831)
169,982
20,712
(30,000)
615,609
6,500,817
10,950,000
2,026,664
(15,561,584)
4,531,506
64
Company Statement of Cash Flows
for the Period Ended 30 September 2023
Cash flows from operating activities
Loss for the year
Adjustments to cash flows from non-cash items
Investment Impairment
Provision against inter group balance
Share and warrant based payment
Equity element of convertible loan note
Working capital adjustments
(increase)/decrease in trade and other receivables
(decrease)/Increase in trade and other payables
Net cash outflow from operating activities
Cash flows from investing activities
Loan to subsidiary
Loan repayments from subsidiary
Net cash (used)/generated by investing activities
Cash flows from financing activities
Issue of shares (net of costs)
Interest on convertible loan and exchange gains
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 April
Cash and cash equivalents at 31 September
65
Note
30 Sep
2023
£
31 March
2022
£
(791,410)
(9,228,831)
-
450,202
31,854
-
(309,354)
7,226,516
1,696,434
20,712
-
(285,169)
26
28
(292,459)
(69,922)
(671,735)
(175,209)
(92,591)
(552,969)
-
-
-
(754,364)
-
(754,364)
284,684
-
284,684
139,982
-
139,982
(387,051)
(1,167,351)
421,027
33,976
1,588,378
421,027
The accompanying notes to the financial statements on pages 61 to 64 form an integral part of the financial
statements.
65
66
Notes to the Company Financial Statements
for the Period Ended 30 September 2023
continued
22.
Significant accounting policies
Basis of preparation
The separate financial statements of the Company are presented as required by the Companies Act
2006. As permitted by that Act, the separate financial statements have been prepared in accordance
with UK-adopted International Accounting Standards.
The financial statements have been prepared on the historical cost basis. The principal accounting
policies adopted are the same as those set out in note 2 to the Consolidated Financial Statements. In
addition, Investments in subsidiaries are stated at cost less, where appropriate, provision for
impairment.
23.
Loss attributable to shareholders
Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to
present its own income statement. The loss attributable to the Company in the period was £791,410
(2022: loss £9,228,831).
24.
Staff costs
The aggregate payroll costs (including directors’ remuneration) were as follows:
Wages and salaries
Social security costs
30 Sep
31 March
2023
£
–
–
–
2022
£
–
–
–
The executive directors are employed by Nuformix Technologies Limited, a wholly owned subsidiary
of the Company.
66
Notes to the Company Financial Statements
for the Period Ended 30 September 2023
continued
25.
Investment in subsidiary
At 1 April 2022
Impairment
At 30 September 2023
67
£
4,023,484
-
4,023,484
The Company has the following interests in subsidiaries:
Name
Country of Incorporation
2023
2022
Nuformix Technologies Limited
United Kingdom
100%
100%
Equity Interest
26.
Trade and other receivables
Prepayments
Other receivables
30 Sep
2023
17,919
23,938
41,857
31 March
2022
27,941
171,659
199,600
The fair value of trade and other receivables is considered by the Directors not to be materially
different to the carrying amounts.
27.
Cash and cash equivalents
Cash at bank
30 Sep
2023
£
33,976
31 March
2022
£
421,027
The Directors consider that the carrying value of cash and cash equivalents represents their fair value.
67
Notes to the Company Financial Statements
for the Period Ended 30 September 2023
continued
28.
Trade and other payables
Trade payables
Accrued expenses
68
30 Sep
2023
£
1,758
40,925
42,683
31 March
2022
£
8,483
104,122
112,605
The fair value of trade and other payables is considered by the Directors not to be materially different
to the carrying amounts.
29.
Financial instruments
Credit risk
The main credit risk relates to liquid funds held at banks. The credit risk in respect of these bank
balances is limited because the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
Liquidity risk
The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet
foreseeable needs. An analysis of trade and other payables is given in note 28.
Capital risk management
The Company’s objectives when managing capital are:
•
to safeguard the Company’s ability to continue as a going concern, so that it continues to
provide returns and benefits for shareholders;
•
to support the Company’s growth; and
•
to provide capital for the purpose of strengthening the Company’s risk management capability.
68
69
Notes to the Company Financial Statements
for the Period Ended 30 September 2023
continued
The Company actively and regularly reviews and manages its capital structure to ensure an optimal
capital structure and equity holder returns, taking into consideration the future capital requirements
of the Company and capital efficiency, prevailing and projected profitability, projected operating cash
flows, projected capital expenditures and projected strategic investment opportunities. Management
regards total equity as capital and reserves, for capital management purposes.
30.
Related parties
The Company’s related parties are the directors and other Group companies.
The remuneration of the key management personnel of the Group, who are defined as the directors,
is set out in the directors’ remuneration report. Details of the fair value of transactions with key
management and their close family members is included in note 19.
All amounts outstanding with related parties are unsecured and will be settled in cash. No guarantees
have been given or received in respect of amounts outstanding. In the year a provision of £3,434,636
(2022: £2,984,434) was recognised against the balance due from Nuformix Technologies Limited. No
other provisions have been made for doubtful debts in respect of amounts owed by other related
parties.
At the balance sheet date, the gross amounts due from other Group companies were as follows:
Nuformix Technologies Limited
31 March
2023
£
31 March
2022
£
3,434,636
2,984,434
69