Condensed Consolidated Interim Statement of Changes in Equity for the six months ended 30 June 2025 and 30 June 2024

Condensed Consolidated Interim Statement of Cash Flows for the six months ended 30 June 2025

Notes to the Condensed Consolidated Interim Financial Statements

1.         General Information

The Group's business is preclinical-stage biotechnology focused on the discovery, development and commercialisation of new medicines and treatments to treat blood and autoimmune diseases as well as certain viral infections. The products under development are designed to address a range of problems that occur with the current standard of care treatments.

The Company's registered office is located at 6 Heddon Street, London, W1B 4BT, and the Company's shares are listed on the main market of the London Stock Exchange.

2.         Interim financial information

The condensed consolidated interim financial statements are for the six-month period ended 30 June 2025. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2024, which were prepared under International Financial Reporting Standards (IFRS).

The condensed consolidated interim financial statements have not been audited, nor have they been reviewed by the Group's auditors under ISRE 2410 of the Auditing Practices Board. These condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2024 prepared under IFRS have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006.

3.         Basis of preparation and changes to the Group's Accounting Policies

The principal accounting policies applied in the preparation of these consolidated interim condensed financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of Preparation

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting'. The accounting policies adopted in this report are consistent with those of the annual financial statements for the year to 31 December 2024 as described in those financial statements. Several new or amended standards became applicable for the current reporting period, but they did not have any impact on the group's accounting policies and did not require retrospective adjustments.

Going Concern

The preparation of interim financial statements requires an assessment on the validity of the going concern assumption.

During the period to 30 June 2025, the Company raised additional funds through a series of equity financings, including the allotment of new ordinary shares and the issuance of convertible loan notes and warrants, providing gross proceeds of approximately £2,236,700. The proceeds raised were used to enable the Company to progress towards the testing of HEMO-CAR-T in patients in Phase I clinical trials and to provide continuing working capital for the Company's operations. A small portion of the funds were used for the development of the Company's other product candidates, including the necessary maintenance and prosecution of the Company's patent applications.

Despite raising further funding of £2,215,799 post period end, the Directors expect that the Group will have a funding shortfall to enable it to complete its Phase I trials of HEMO-CAR-T and will require additional working capital within the next 12 months in order to be able to continue its product development activities, focusing on HEMO-CAR-T. There can be no assurance that either the funding shortfall will be addressed in whole or in part, neither is there an assurance that the Group will have access to any financing on terms which are acceptable, or at all, in which case the Group's product development activities would have to cease and the Company would no longer be adequately capitalised. In those circumstances the Directors would have to consider an orderly wind down of the Company which may include, in the absence of any other alternative, a liquidation of the Company.

To the extent that the Company raises additional funds by issuing equity securities, the Company's shareholders may experience dilution. Any debt financing, if available, may involve restrictive covenants.

At present, and as mentioned above, the Company has insufficient working capital for its foreseeable requirements over the 12 months from the date of these interim results. However, the Directors believe that the Company will be able to access additional financing. The Directors, therefore, have made an informed judgment, at the time of approving these financial statements that the Company will be able to raise sufficient funds to continue in operation for the foreseeable future. As a result, the Directors have continued to adopt the going concern basis of accounting in preparing these interim financial statements.

Segmental Reporting

The Group's operations are located in New York, USA, the parent company is a public company which is administered in the United Kingdom. The main assets of the Group, cash and cash equivalents, are held primarily in the United Kingdom and the United States, while the fixed assets and right of use assets are held in the United States. The Board ensures that adequate amounts are transferred internally to allow all companies to carry out their operations on a timely basis.

The Group currently has one reportable segment: a biotechnology business focused on the discovery, development and commercialisation of blood diseases such as AML and autoimmune diseases, and certain viral infections.

Accounting Policies

The accounting policies, presentation and methods of computation applied by the Group in these condensed interim financial statements are the same as those applied by the Group in its consolidated financial information in its 2024 Annual Report and Accounts, with the exception of the following policies;

Equity instruments

Share warrants issued to third parties for their participation in equity fundraises meet the equity classification under IAS 32. Such warrants are recognised within equity together with the related share proceeds, and are not subsequently remeasured.

Derivative financial instruments

Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL. If the hybrid contract is a quoted financial liability, instead of separating the embedded derivative, the Company generally designates the whole hybrid contract at FVTPL.

New and amended accounting standards and interpretations

The new standards, described below, will be adopted by the Group when effective, and have had no impact on these half yearly results.

On 12 February 2021 the IASB issued an amendment to IAS 1 concerning accounting policy disclosures, and an amendment to IAS 8 concerning the definition of accounting estimates. On 7 May 2021 the IASB issued an amendment to IAS 12 concerning deferred tax related to assets and liabilities arising from a single transaction. The Company does not expect a material impact from the application of these two amendments, which are effective for annual reporting periods beginning on or after 1 January 2024. The Company adopted these amendments as required, and the impact was not material.

4.         Significant accounting judgements, estimates and assumptions

The preparation of the financial statements in conformity with International Financial Reporting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. Actual results may differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 December 2024, with the exception of the following;

(a)  Valuation of derivative liabilities

In May and June 2025 the Company issued a combined total of 500,000 warrants to an investor as part of a fundraise exercise. The warrants are exercisable for a period of 36 months (the "Exercise Period") were issued with an exercise price of £2.70 (the "Exercise Price") which is subject to adjustment in certain circumstances, including a reset of the Exercise Price if the Company completes a share issuance (or other transaction granting rights to subscribe for equity securities) during the Exercise Period at a price lower than the Exercise Price.

The method of exercise has been deemed to contain derivative elements due to the adjustment feature. As such the directors have designated warrants on inception as a derivative instrument that is fair valued through profit or loss.

The fair value of the warrants at inception and as at the reporting date of 30 June 2025 have been established using the Monte Carlo valuation method.

5.         Earnings per share

Basic and fully diluted earnings per share are calculated by dividing the loss for the        six months from continuing operations of £2,949,309 (six months to 30 June 2024: £2,918,086 loss) attributable to equity owners of the Group by the weighted average number of ordinary shares in issue during those periods of 3,535,918 and 3,067,252 respectively.

Diluted loss per Ordinary Share equals basic loss per Ordinary Share as, due to the losses incurred in the six months to 30 June 2025 and six months to 30 June 2024, there is no dilutive effect from the subsisting share options and warrants.

On 9 December 2024 the Company undertook a capital restructure. As such, the weighted average number of ordinary shares outstanding as at 30 June 2024 has been adjusted for the proportionate change in the number of ordinary shares outstanding as if the event had occurred at the beginning of the earliest period presented.

6.         Property, Plant and Equipment

During the six months ended 30 June 2025, the Group acquired assets with a cost of £3,921 (six months ended 30 June 2024: £nil) and incurred depreciation expense of £113,869 (six months ended 30 June 2024: £116,804).

7.         Issued capital

During the six months ended 30 June 2025, the Company issued 994,000 new ordinary shares through subscription agreements and a further 95,000 ordinary shares upon the automatic conversion of convertible loan notes. In connection with these financings, the Company also issued warrants (see Note 9).

8.         Derivative financial instruments

During the six months ended 30 June 2025, the Company issued warrants in connection with equity placings completed in May and June 2025. These warrants include reset features that preclude equity classification under IAS 32 and have therefore been recognised as derivative financial instruments at fair value through profit or loss.

At 30 June 2025, 500,000 derivative-classified warrants were outstanding. These include 250,000 warrants issued with the May 2025 placing, exercisable at £1.80 per share and expiring in May 2028, and 250,000 warrants issued with the June 2025 placing, exercisable at £1.80 per share and expiring in June 2028. The warrants are remeasured to fair value at each reporting date, with changes in value recognised within profit or loss.

The following assumptions and inputs were included in the fair value calculation;

9.         Share-based payments

Options

During the six months to 30 June 2025, no options were issued to directors or employees and 15,002 options lapsed during the six months to 30 June 2025.

A schedule of options granted since inception for all plans as at 30 June 2025 is shown below:

For the six months ended 30 June 2025, the Company did not recognise share-based payment expense in the statement of profit or loss (30 June 2024: £343,134).

Warrants

During the six months ended 30 June 2025, the Company issued warrants in connection with equity subscriptions, placings, and the conversion of convertible loan notes. These warrants were recognised directly in equity within the warrant reserve.

At 30 June 2025, a total of 342,000 warrants were outstanding. These include warrants issued with equity subscriptions, placings, and upon conversion of convertible loan notes during the period. Exercise prices range from £3.50 to £5.00 per share and expiry dates range from February 2026 to May 2026.

10.       Right of use assets and leases

The Group follows IFRS 16 with respect to its leases, whereby the Group recognises right-of-use assets and lease liabilities for all leases on its balance sheet. One of the US subsidiaries has an agreement for the lease of laboratory facilities to which IFRS 16 has been applied.

During the six months ended 30 June 2025, the Group incurred a right of use asset depreciation expense of £199,914 (six months ended 30 June 2024: £204,881), incurred lease liability interest expense of £119,889 (six months ended 30 June 2024: £141,689 ) and made lease payments in the amount of £345,832 (six months ended 30 June 2024: £369,982 ).